10 unchanged sentences
Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle fund investments.
−Removed: Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.
+Added: Our risk management procedures are designed to identify and analyze our risk, to set appropriate policies and to continually monitor these risks.
Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent our debt investments include floating interest rates.
As of September 30, 2021, 91.5% of our debt investment portfolio (at fair value) and 91.8% of our debt investment portfolio (at cost) bore interest at floating rates.
+Added: As of September 30, 2020, 88.3% of our debt investment portfolio (at fair value) and 88.8% of our debt investment portfolio (at cost) bore interest at floating rates.
The composition of our floating rate debt investments by interest rate floor as of September 30, 2021 and September 30, 2020, was as follows:
28 unchanged sentences
60 day — — 6,861 —
+Added: 90 day (a) 1,037,019 485,000 362,141 —
180 day 323,869 — 201,699 —
7 unchanged sentences
Total $ 2,477,120 $ 1,280,000 $ 1,587,854 $ 714,825
+Added: (a) Borrowings include the 2027 Notes, which pay interest at a floating rate under the terms of the interest rate swap.
Consolidated Financial Statements.
9 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and Board of Directors of Oaktree Specialty Lending Corporation
+Added: To the Shareholders and the Board of Directors of Oaktree Specialty Lending Corporation
Opinion on the Financial Statements
15 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
+Added: Valuation of investments using significant unobservable inputs
+Added: Description of the Matter As described in Note 3 to the consolidated financial statements, the Company classified $2,161,581 thousand of its investments as Level 3 within the fair value hierarchy (Level 3 investments) as of September 30, 2021.
+Added: As described in Note 2 and Note 3 to the consolidated financial statements, the Company’s Board of Directors determined the fair value of the Company’s Level 3 investments by using valuation techniques such as broker quotations, precedent transactions, enterprise value analyses or market yield techniques.
+Added: These techniques require management to make judgments about the significant unobservable inputs including, among others, comparable EBITDA, revenue or asset multiples, market yields and broker quoted prices.
+Added: Auditing the fair value of the Company’s Level 3 investments involved a high degree of auditor judgment and extensive audit effort, as changes in the valuation techniques or significant unobservable inputs could have resulted in significant changes in fair value measurements.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the Company’s investment valuation process, including controls related to the Company’s assessment of valuation techniques and significant unobservable inputs used in determining the fair value measurements of the Level 3 investments.
+Added: Our audit procedures included, among others, evaluating the Company’s valuation techniques and significant unobservable inputs used.
+Added: Our audit procedures also included, for a sample of Level 3 investments, validating the mathematical accuracy of the fair value calculations and validating the accuracy of other relevant inputs used in estimating fair value measurement, such as investment terms and portfolio company financial information.
+Added: For example, we compared publicly available information in the Company’s valuation models (e.g., market yields, EBITDA, revenue, and asset multiples of comparable public companies and comparable public transactions) to information available from third-party market research providers.
+Added: We also compared the significant company-specific inputs in the Company’s valuation models to source documents, such as portfolio company financial statements and covenant certificates provided by the Company.
+Added: To evaluate the reasonableness of significant unobservable inputs, we assessed whether these inputs were developed in a manner consistent with the Company’s valuation policies and in some instances, we involved our valuation specialists to independently develop ranges using portfolio company and available market information to estimate the fair value of selected investments and we compared these ranges to the Company’s fair value measurements.
+Added: We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the Company’s fair value measurements.
/s/ Ernst & Young LLP
3 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and Board of Directors of Oaktree Specialty Lending Corporation
+Added: To the Shareholders and the Board of Directors of Oaktree Specialty Lending Corporation
Opinion on Internal Control Over Financial Reporting
39 unchanged sentences
Cash and cash equivalents 29,334 39,096
+Added: Restricted cash 2,301 —
Interest, dividends and fees receivable 22,125 6,935
1 unchanged sentence
Receivables from unsettled transactions 8,150 9,123
+Added: Due from broker 1,640 —
Deferred financing costs 9,274 5,947
10 unchanged sentences
Payables from unsettled transactions 8,086 478
−Removed: Deferred tax liability — 704
−Removed: Credit facility payable 414,825 314,825
+Added: Derivative liability at fair value 2,108 —
+Added: Credit facilities payable 630,000 414,825
Unsecured notes payable (net of $6,501 and $3,272 of unamortized financing costs as of September 30, 2021 and September 30, 2020, respectively) 638,743 294,490
2 unchanged sentences
Common stock, $0.01 par value per share, 250,000 shares authorized;
−Removed: 140,961 shares issued and outstanding as of September 30, 2020 and September 30, 2019 1,409 1,409
+Added: 180,361 and 140,961 shares issued and outstanding as of September 30, 2021 and September 30, 2020, respectively 1,804 1,409
Additional paid-in-capital 1,804,354 1,487,774
17 unchanged sentences
Control investments — — 67
−Removed: Affiliate investments — — 416
Non-control/Non-affiliate investments 16,447 7,863 5,430
20 unchanged sentences
Net expenses 109,484 71,141 79,793
+Added: Net investment income before taxes 99,901 71,992 67,909
+Added: (Provision) benefit for taxes on net investment income (2,795) — —
Net investment income 97,106 71,992 67,909
8 unchanged sentences
Control investments — (4,155) —
−Removed: Affiliate investments — — 2,048
Non-control/Non-affiliate investments 27,094 (4,615) 15,300
3 unchanged sentences
Net realized gains (losses) 26,420 (13,924) 20,805
−Removed: Provision for income tax (expense) benefit 1,770 (1,011) (622)
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) (785) 1,770 (1,011)
Net realized and unrealized gains (losses), net of taxes 140,154 (32,768) 58,251
15 unchanged sentences
Net realized gains (losses) 26,420 (13,924) 20,805
−Removed: Provision for income tax (expense) benefit 1,770 (1,011) (622)
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) (785) 1,770 (1,011)
Net increase (decrease) in net assets resulting from operations 237,260 39,224 126,160
1 unchanged sentence
Distributions to stockholders (82,020) (54,975) (53,565)
−Removed: Tax return of capital — — (17,685)
Net increase (decrease) in net assets from stockholder transactions (82,020) (54,975) (53,565)
Capital share transactions:
+Added: Issuance of common stock in connection with the Mergers 242,704 — —
Issuance of common stock under dividend reinvestment plan 2,170 1,878 1,344
20 unchanged sentences
Net realized (gains) losses (26,420) 13,924 (20,805)
−Removed: Redemption premium on unsecured notes payable — — 120
PIK interest income (16,447) (7,863) (5,497)
5 unchanged sentences
Proceeds from the sales and repayments of investments 792,161 579,550 606,270
+Added: Cash acquired in the Mergers 20,945 — —
Changes in operating assets and liabilities:
2 unchanged sentences
(Increase) decrease in receivables from unsettled transactions 2,514 (4,537) 22,174
+Added: (Increase) decrease in due from broker (1,640) — —
(Increase) decrease in other assets (1,427) 437 673
13 unchanged sentences
Issuance of unsecured notes 349,020 297,459 —
−Removed: Repurchase of unsecured notes — — (21,188)
Repayments of secured borrowings (9,341) — (2,659)
4 unchanged sentences
Effect of exchange rate changes on foreign currency (1,127) 233 200
−Removed: Net increase (decrease) in cash and cash equivalents 23,690 1,917 (46,424)
−Removed: Cash and cash equivalents, beginning of period 15,406 13,489 59,913
−Removed: Cash and cash equivalents, end of period $ 39,096 $ 15,406 $ 13,489
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash (7,461) 23,690 1,917
+Added: Cash and cash equivalents and restricted cash, beginning of period 39,096 15,406 13,489
+Added: Cash and cash equivalents and restricted cash, end of period $ 31,635 $ 39,096 $ 15,406
Supplemental information:
2 unchanged sentences
Issuance of shares of common stock under dividend reinvestment plan $ 2,170 $ 1,878 $ 1,344
+Added: Deferred financing costs (162) — —
+Added: Issuance of shares in connection with the Mergers 242,704 — —
Extinguishment of secured borrowings — — (7,163)
22 unchanged sentences
100% equity interest 6,332 698 (11)(12)(15)
+Added: OCSI Glick JV LLC Multi-Sector Holdings (14)
+Added: Subordinated Debt, LIBOR+4.50% cash due 10/20/2028 4.60 % 61,709 50,705 55,582 (6)(11)(15)(19)
+Added: 87.5% equity interest — — (11)(16)(19)
50,705 55,582
−Removed: New IPT, Inc.
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 3/17/2021 6.00 % 2,304 2,304 1,800 (6)(20)
−Removed: First Lien Revolver, LIBOR+5.00% cash due 3/17/2021 6.00 % 1,009 1,009 788 (6)(19)(20)
−Removed: 50.087 Class A Common Units in New IPT Holdings, LLC — — (20)
Senior Loan Fund JV I, LLC Multi-Sector Holdings (14)
9 unchanged sentences
70,424.5641 Class A Warrants (exercise price $3.3778) expiration date 9/9/2029 — — (15)
+Added: 17,683 17,451
Caregiver Services, Inc.
6 unchanged sentences
First Lien Revolver, LIBOR+6.00% cash due 6/7/2022 — (24) (93) (6)(15)(19)
−Removed: 99 Cents Only Stores LLC General Merchandise Stores
−Removed: First Lien Term Loan, LIBOR+5.00% cash 1.50% PIK due 1/13/2022 6.00 % 19,431 19,220 17,877 (6)
10,500 10,391
+Added: 109 Montgomery Owner LLC Real Estate Operating Companies
+Added: First Lien Delayed Draw Term Loan, LIBOR+7.00% cash due 2/2/2023 7.50 % 3,102 2,984 3,153 (6)(15)(19)
Holdings II SÀRL Biotechnology
First Lien Term Loan, 9.50% cash due 12/22/2022 37,158 36,930 36,972 (11)(15)
−Removed: First Lien Delayed Draw Term Loan, 12.00% cash due 4/27/2023 1,508 1,508 1,780 (11)(19)(20)
36,930 36,972
+Added: Access CIG, LLC Diversified Support Services
+Added: First Lien Term Loan, LIBOR+3.75% cash due 2/27/2025 3.83 % 5,352 5,021 5,332 (6)
+Added: Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026 7.83 % 17,000 16,923 17,028 (6)
+Added: 21,944 22,360
Oaktree Specialty Lending Corporation
3 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Access CIG, LLC Diversified Support Services
−Removed: Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026 7.91 % $ 15,000 $ 14,909 $ 14,250 (6)
−Removed: 14,909 14,250
Accupac, Inc.
8 unchanged sentences
27,084 27,470
+Added: ADB Companies, LLC Construction & Engineering
+Added: First Lien Term Loan, LIBOR+6.25% cash due 12/18/2025 7.25 % 15,463 14,817 15,287 (6)(15)
+Added: 14,817 15,287
Aden & Anais Merger Sub, Inc.
1 unchanged sentence
51,645 Common Units in Aden & Anais Holdings, Inc.
−Removed: AdVenture Interactive, Corp.
−Removed: 9,073 shares of common stock 13,611 13,440 (20)
−Removed: 13,611 13,440
−Removed: AI Ladder (Luxembourg) Subco S.a.r.l.
−Removed: Electrical Components & Equipment
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 7/9/2025 4.65 % 21,374 20,934 20,465 (6)(11)
−Removed: 20,934 20,465
AI Sirona (Luxembourg) Acquisition S.a.r.l.
2 unchanged sentences
27,720 28,738
−Removed: Hotels, Resorts & Cruise Lines
−Removed: First Lien Term Loan, LIBOR+7.50% cash due 4/17/2025 8.50 % $ 15,743 15,378 17,081 (6)
−Removed: 15,378 17,081
AirStrip Technologies, Inc.
1 unchanged sentence
5,715 Common Stock Warrants (exercise price $139.99) expiration date 5/11/2025 90 — (15)
−Removed: Aldevron, L.L.C.
−Removed: Biotechnology
+Added: All Web Leads, Inc.
First Lien Term Loan, LIBOR+6.50% cash due 12/29/2023 7.50 % $ 23,899 21,512 22,992 (6)(15)
−Removed: Algeco Scotsman Global Finance Plc Construction & Engineering
−Removed: Fixed Rate Bond, 8.00% cash due 2/15/2023 13,524 13,277 13,465 (11)
21,512 22,992
+Added: Alvogen Pharma US, Inc.
+Added: Pharmaceuticals
+Added: First Lien Term Loan, LIBOR+5.25% cash due 12/31/2023 6.25 % 13,825 13,329 13,383 (6)
+Added: 13,329 13,383
Alvotech Holdings S.A.
Biotechnology (13)
−Removed: Fixed Rate Bond 15% PIK Note A due 12/13/2023 14,800 18,849 19,968 (11)(20)
−Removed: Fixed Rate Bond 15% PIK Note B due 12/13/2023 14,800 18,849 19,196 (11)(20)
+Added: Fixed Rate Bond 15% PIK Tranche A due 6/24/2025 20,967 20,576 20,967 (11)(15)
+Added: Fixed Rate Bond 15% PIK Tranche B due 6/24/2025 20,512 20,169 20,512 (11)(15)
+Added: 27,308 Common Shares 6,322 6,322 (15)
47,067 47,801
4 unchanged sentences
26,002 27,048
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Ancile Solutions, Inc.
−Removed: Application Software
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 6/30/2021 8.00 % $ 8,181 $ 8,150 $ 8,124 (6)(20)
+Added: Ankura Consulting Group LLC Research & Consulting Services
+Added: Second Lien Term Loan, LIBOR+8.00% cash due 3/19/2029 8.75 % 7,466 7,354 7,606 (6)(15)
Application Software
5 unchanged sentences
First Lien Term Loan, UK LIBOR+7.25% cash due 7/14/2026 8.00 % £ 18,636 23,336 25,329 (6)(11)(15)
−Removed: First Lien Delayed Draw Term Loan, UK LIBOR+7.50% cash due 7/14/2026 £ — — — (6)(11)(19)(20)
−Removed: Fixed Rate Bond, 11.50% cash due 1/15/2027 $ 2,222 2,200 2,255 (11)
+Added: First Lien Delayed Draw Term Loan, LIBOR+6.00% cash due 7/14/2026 $ — — — (6)(11)(15)(19)
+Added: First Lien Delayed Draw Term Loan, SONIA+6.00% cash due 7/14/2026 £ — — — (6)(11)(15)(19)
25,515 27,612
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Associated Asphalt Partners, LLC Construction Materials
First Lien Term Loan, LIBOR+5.25% cash due 4/5/2024 6.25 % $ 2,531 $ 2,245 $ 2,350 (6)
−Removed: Asurion, LLC Property & Casualty Insurance
−Removed: Second Lien Term Loan, LIBOR+6.50% cash due 8/4/2025 6.65 % 19,985 19,950 20,058 (6)
−Removed: 19,950 20,058
Athenex, Inc.
8 unchanged sentences
22,232 21,318
+Added: The Avery Real Estate Operating Companies
+Added: First Lien Delayed Draw Term Loan in T8 Urban Condo Owner, LLC, LIBOR+7.30% cash due 2/17/2023 7.55 % 20,287 19,933 20,490 (6)(15)(19)
+Added: Subordinated Delayed Draw Debt in T8 Senior Mezz LLC, LIBOR+12.50% cash due 2/17/2023 12.75 % 4,692 4,614 4,698 (6)(15)(19)
+Added: 24,547 25,188
+Added: BAART Programs, Inc.
+Added: Health Care Services
+Added: Second Lien Term Loan, LIBOR+8.50% cash due 6/11/2028 9.50 % 7,166 7,059 7,130 (6)(15)
+Added: Second Lien Delayed Draw Term Loan, LIBOR+8.50% cash due 6/11/2028 — (52) (18) (6)(15)(19)
+Added: Berner Food & Beverage, LLC Soft Drinks
+Added: First Lien Term Loan, LIBOR+6.50% cash due 7/30/2027 7.50 % 33,412 32,844 32,844 (6)(15)
+Added: First Lien Revolver, LIBOR+6.50% cash due 7/30/2027 7.50 % 619 566 566 (6)(15)(19)
+Added: 33,410 33,410
Blackhawk Network Holdings, Inc.
2 unchanged sentences
30,181 30,523
−Removed: Boxer Parent Company Inc.
−Removed: Systems Software
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 10/2/2025 4.40 % 13,775 13,666 13,407 (6)
−Removed: 13,666 13,407
−Removed: BX Commercial Mortgage Trust 2020-VIVA Diversified Real Estate Activities
−Removed: Class D Variable Notes due 3/9/2044 3.67 % 12,556 10,482 11,451 (6)(11)(20)
−Removed: Class E Variable Notes due 3/9/2044 3.67 % 6,221 4,806 5,395 (6)(11)(20)
+Added: Blumenthal Temecula, LLC Automotive Retail
+Added: First Lien Term Loan, 9.00% cash due 9/24/2023 3,979 3,980 3,979 (15)
+Added: 1,293,324 Preferred Units in Unstoppable Automotive AMV, LLC 1,293 1,293 (15)
+Added: 298,460 Preferred Units in Unstoppable Automotive VMV, LLC 298 298 (15)
+Added: 298,460 Common Units in Unstoppable Automotive AMV, LLC 298 298 (15)
+Added: 99,486 Common Units in Unstoppable Automotive VMV, LLC 100 99 (15)
+Added: Cadence Aerospace, LLC Aerospace & Defense
+Added: First Lien Term Loan, LIBOR+6.50% cash 2.00% PIK due 11/14/2023 7.50 % 14,146 12,574 12,992 (6)(15)
12,574 12,992
−Removed: California Pizza Kitchen, Inc.
−Removed: First Lien Term Loan, LIBOR+8.00% cash due 8/23/2022 3,222 3,081 983 (6)(21)
Chief Power Finance II, LLC Independent Power Producers & Energy Traders
1 unchanged sentence
23,458 23,552
+Added: CircusTrix Holdings, LLC Leisure Facilities
+Added: First Lien Term Loan, LIBOR+5.50% cash 2.50% PIK due 7/16/2023 6.50 % 10,686 9,793 8,816 (6)(15)(19)
CITGO Holding, Inc.
11 unchanged sentences
First Lien Term Loan, LIBOR+6.25% cash due 3/28/2024 7.25 % $ 14,221 $ 13,855 $ 14,269 (6)
+Added: 13,855 14,269
+Added: Clear Channel Outdoor Holdings Inc.
+Added: Fixed Rate Bond, 7.50% cash due 6/1/2029 7,137 7,137 7,431 (11)
Continental Intermodal Group LP Oil & Gas Storage & Transportation
5 unchanged sentences
First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026 5.08 % 7,024 6,848 7,003 (6)
−Removed: 14,169 13,465
Application Software
−Removed: 417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021 105 395 (20)
−Removed: Corrona, LLC Health Care Services
+Added: 517,851 Shares of Series D Preferred Stock 605 894 (15)
+Added: CorEvitas, LLC Health Care Services
First Lien Term Loan, LIBOR+5.50% cash due 12/13/2025 6.50 % 10,196 10,071 10,109 (6)(15)
1 unchanged sentence
First Lien Revolver, PRIME+4.50% cash due 12/13/2025 7.75 % 305 283 290 (6)(15)(19)
−Removed: 1,099 Class A2 Common Units in Corrona Group Holdings, L.P.
+Added: 1,099 Class A2 Common Units in CorEvitas Holdings, L.P.
1,038 1,177 (15)
13,286 13,488
+Added: Personal Products
+Added: First Lien Revolver, LIBOR+1.75% cash due 4/5/2023 — (712) (395) (6)(11)(15)(19)
Coyote Buyer, LLC Specialty Chemicals
2 unchanged sentences
17,874 18,213
−Removed: CTOS, LLC Trading Companies & Distributors
+Added: Curium Bidco S.à.r.l.
+Added: Biotechnology
+Added: Second Lien Term Loan, LIBOR+7.75% cash due 10/27/2028 8.50 % 16,787 16,535 17,070 (6)(11)(15)
+Added: 16,535 17,070
+Added: Delta Topco, Inc.
+Added: Systems Software
+Added: Second Lien Term Loan, LIBOR+7.25% cash due 12/1/2028 8.00 % 6,680 6,647 6,769 (6)
+Added: Dialyze Holdings, LLC Health Care Equipment
+Added: First Lien Term Loan, LIBOR+7.00% cash 2.00% PIK due 8/4/2026 8.00 % 24,093 22,439 22,467 (6)(15)
+Added: First Lien Delayed Draw Term Loan, LIBOR+7.00% cash 2.00% PIK due 8/4/2026 — (170) (163) (6)(15)(19)
+Added: 5,403,823 Class A Warrants (exercise price $1.00) expiration date 8/4/2028 1,405 1,459 (15)
+Added: 23,674 23,763
+Added: Digital.AI Software Holdings, Inc.
+Added: Application Software
First Lien Term Loan, LIBOR+7.00% cash due 2/10/2027 8.00 % 10,003 9,627 9,783 (6)(15)
+Added: First Lien Revolver, LIBOR+7.00% cash due 2/10/2027 8.00 % 180 151 156 (6)(15)(19)
+Added: DirecTV Financing, LLC Cable & Satellite
+Added: First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027 5.75 % 27,000 26,730 27,048 (6)
26,730 27,048
1 unchanged sentence
Second Lien Term Loan, LIBOR+7.50% cash due 8/14/2026 8.50 % 8,974 8,884 8,918 (6)(15)
−Removed: 11,880 10,440
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
EHR Canada, LLC Food Retail
3 unchanged sentences
12,500 Class B Common Units — — (15)
−Removed: ExamSoft Worldwide, Inc.
−Removed: Application Software
−Removed: 180,707 Class C Units in ExamSoft Investor LLC 181 500 (20)
+Added: Firstlight Holdco, Inc.
+Added: Alternative Carriers
+Added: First Lien Term Loan, LIBOR+3.50% cash due 7/23/2025 3.58 % 7,012 6,578 6,939 (6)
Fortress Biotech, Inc.
2 unchanged sentences
331,200 Common Stock Warrants (exercise price $3.20) expiration date 8/27/2030 405 341 (11)(15)
+Added: 11,127 11,416
GI Chill Acquisition LLC Managed Health Care
2 unchanged sentences
18,654 18,840
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
GKD Index Partners, LLC Specialized Finance
2 unchanged sentences
27,088 27,183
−Removed: Global Medical Response Health Care Services
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 3/14/2025 5.25 % 6,256 6,152 6,084 (6)
−Removed: Guidehouse LLP Research & Consulting Services
+Added: Global Medical Response, Inc.
+Added: Health Care Services
First Lien Term Loan, LIBOR+4.25% cash due 3/14/2025 5.25 % 8,630 8,399 8,674 (6)
−Removed: Second Lien Term Loan, LIBOR+8.00% cash due 5/1/2026 8.15 % 20,000 19,930 19,300 (6)(20)
−Removed: 24,837 24,212
Gulf Operating, LLC Oil & Gas Storage & Transportation
−Removed: First Lien Term Loan, LIBOR+5.25% cash due 8/25/2023 6.25 % 3,275 1,874 2,324 (6)
+Added: First Lien Revolver, LIBOR+4.00% cash due 12/27/2021 — (704) (75) (6)(15)(19)
Houghton Mifflin Harcourt Publishers Inc.
1 unchanged sentence
First Lien Term Loan, LIBOR+6.25% cash due 11/22/2024 7.25 % 1,007 981 1,009 (6)(11)
−Removed: I Drive Safely, LLC Education Services
−Removed: 125,079 Class A Common Units of IDS Investments, LLC 1,000 200 (20)
−Removed: IBG Borrower LLC Apparel, Accessories & Luxury Goods
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 8/2/2022 7.25 % 9,056 8,569 7,856 (6)(20)
Application Software
5 unchanged sentences
First Lien Term Loan, LIBOR+5.75% cash due 7/2/2025 6.75 % 8,657 8,425 8,570 (6)(15)
−Removed: First Lien Revolver, LIBOR+5.75% cash due 7/2/2025 — (10) (11) (6)(19)(20)
Second Lien Term Loan, LIBOR+8.00% cash 3.50% PIK due 10/2/2025 9.00 % 21,834 21,225 21,616 (6)(15)
2 unchanged sentences
1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024 113 — (15)
−Removed: L Squared Capital Partners LLC Multi-Sector Holdings
−Removed: 2.00% limited partnership interest 887 2,192 (11)(16)
−Removed: Lanai Holdings III, Inc.
−Removed: Health Care Distributors
+Added: Inventus Power, Inc.
+Added: Electrical Components & Equipment
First Lien Term Loan, LIBOR+5.00% cash due 3/29/2024 6.00 % 18,849 18,693 18,708 (6)(15)
+Added: Second Lien Term Loan, LIBOR+8.50% cash due 9/29/2024 9.50 % 13,674 13,434 13,434 (6)(15)
32,127 32,142
−Removed: Lannett Company, Inc.
−Removed: Pharmaceuticals
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 11/25/2020 6.00 % 460 460 456 (6)(11)
Oaktree Specialty Lending Corporation
3 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: INW Manufacturing, LLC Personal Products
+Added: First Lien Term Loan, LIBOR+5.75% cash due 5/7/2027 6.50 % $ 37,031 $ 35,988 $ 36,291 (6)(15)
+Added: 35,988 36,291
+Added: Fertilizers & Agricultural Chemicals
+Added: First Lien Term Loan, LIBOR+8.25% cash due 8/25/2024 9.25 % 22,506 21,636 21,651 (6)(15)
+Added: 21,636 21,651
+Added: Ivanti Software, Inc.
+Added: Application Software
+Added: Second Lien Term Loan, LIBOR+8.50% cash due 12/1/2028 9.50 % 17,346 16,864 17,368 (6)(15)
+Added: 16,864 17,368
+Added: Jazz Acquisition, Inc.
+Added: Aerospace & Defense
+Added: First Lien Term Loan, LIBOR+7.50% cash due 1/29/2027 8.50 % 36,603 35,292 36,531 (6)(15)
+Added: 35,292 36,531
+Added: Latam Airlines Group S.A.
+Added: First Lien Delayed Draw Term Loan, LIBOR+11.00% PIK due 3/29/2022 16,239 16,085 16,356 (6)(11)(15)(19)
+Added: 16,085 16,356
Lift Brands Holdings, Inc.
7 unchanged sentences
Application Software
−Removed: Second Lien Term Loan, LIBOR+9.00% cash due 8/31/2028 9.16 % 9,293 8,831 9,247 (6)
+Added: First Lien Term Loan, LIBOR+4.75% cash due 8/31/2027 4.83 % 3,970 3,720 3,973 (6)
LTI Holdings, Inc.
Electronic Components
−Removed: First Lien Term Loan, LIBOR+4.75% cash due 7/24/2026 4.90 % 1,794 1,513 1,685 (6)
−Removed: First Lien Term Loan, LIBOR+3.50% cash due 9/6/2025 3.65 % 18,082 15,087 16,884 (6)
Second Lien Term Loan, LIBOR+6.75% cash due 9/6/2026 6.83 % 10,140 10,080 10,127 (6)
10,080 10,127
−Removed: Maravai Intermediate Holdings, LLC Biotechnology
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 8/1/2025 5.25 % 11,760 11,642 11,789 (6)(20)
−Removed: 11,642 11,789
−Removed: Mauser Packaging Solutions Holding Company Metal & Glass Containers
−Removed: Fixed Rate Bond, 8.50% cash due 4/15/2024 11,378 11,273 11,833
+Added: Marinus Pharmaceuticals, Inc.
+Added: Pharmaceuticals
+Added: First Lien Term Loan, 11.50% cash due 5/11/2026 3,441 3,377 3,389 (11)(15)
+Added: First Lien Delayed Draw Term Loan, 11.50% cash due 5/11/2026 6,881 6,755 6,778 (11)(15)(19)
10,132 10,167
2 unchanged sentences
First Lien Term Loan, LIBOR+4.50% cash due 2/28/2025 4.58 % 9,949 9,884 9,949 (6)
−Removed: 28,045 26,679
−Removed: McAfee, LLC Systems Software
+Added: MedAssets Software Intermediate Holdings, Inc.
+Added: Health Care Technology
Second Lien Term Loan, LIBOR+7.75% cash due 1/29/2029 8.50 % 14,137 13,877 13,960 (6)(15)
+Added: 13,877 13,960
MHE Intermediate Holdings, LLC Diversified Support Services
First Lien Term Loan, LIBOR+5.75% cash due 7/21/2027 6.75 % 16,429 16,111 16,100 (6)(15)
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.75% cash due 7/21/2027 6.75 % 106 84 83 (6)(15)(19)
+Added: First Lien Revolver, LIBOR+5.75% cash due 7/21/2027 — (27) (28) (6)(15)(19)
+Added: 16,168 16,155
Mindbody, Inc.
3 unchanged sentences
37,438 37,962
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Ministry Brands, LLC Application Software
1 unchanged sentence
Second Lien Term Loan, LIBOR+9.25% cash due 6/2/2023 10.25 % 11,000 10,844 10,906 (6)(15)
+Added: 10,835 10,897
+Added: Mosaic Companies, LLC Home Improvement Retail
+Added: First Lien Term Loan, LIBOR+6.75% cash due 7/2/2026 7.75 % 47,388 46,487 46,488 (6)(15)
+Added: 46,487 46,488
MRI Software LLC Application Software
3 unchanged sentences
26,777 27,334
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: Navisite, LLC Data Processing & Outsourced Services
+Added: Second Lien Term Loan, LIBOR+8.50% cash due 12/30/2026 9.50 % 22,560 22,165 22,176 (6)(15)
+Added: 22,165 22,176
NeuAG, LLC Fertilizers & Agricultural Chemicals
2 unchanged sentences
45,077 45,876
−Removed: NuStar Logistics, L.P.
−Removed: Oil & Gas Refining & Marketing
−Removed: Unsecured Delayed Draw Term Loan, 12.00% cash due 4/19/2023 — — — (19)(20)
+Added: Industrial Machinery
+Added: First Lien Term Loan, LIBOR+6.88% cash due 9/19/2026 7.88 % 59,309 57,971 58,419 (6)(11)(15)
+Added: 57,971 58,419
+Added: OEConnection LLC Application Software
+Added: First Lien Term Loan, LIBOR+4.00% cash due 9/25/2026 4.08 % 3,355 3,152 3,351 (6)
Olaplex, Inc.
6 unchanged sentences
Onvoy, LLC Integrated Telecommunication Services
+Added: First Lien Term Loan, LIBOR+4.50% cash due 2/10/2024 5.50 % 3,601 3,410 3,603 (6)
Second Lien Term Loan, LIBOR+10.50% cash due 2/10/2025 11.50 % 9,277 9,277 9,277 (6)(15)
2 unchanged sentences
14,654 15,252
−Removed: OZLM Funding III, Ltd.
−Removed: Multi-Sector Holdings
−Removed: Class DR Notes, LIBOR+7.77% cash due 1/22/2029 8.03 % 2,312 1,657 2,119 (6)(11)
−Removed: PaySimple, Inc.
−Removed: Data Processing & Outsourced Services
+Added: OTG Management, LLC Airport Services
First Lien Term Loan, LIBOR+10.00% cash due 9/1/2025 11.00 % 19,894 19,504 19,496 (6)(15)
+Added: First Lien Delayed Draw Term Loan, LIBOR+10.00% cash due 9/1/2025 — (37) (38) (6)(15)(19)
19,467 19,458
+Added: P & L Development, LLC Pharmaceuticals
+Added: Fixed Rate Bond, 7.75% cash due 11/15/2025 7,776 7,832 8,089
+Added: Park Place Technologies, LLC Internet Services & Infrastructure
+Added: First Lien Term Loan, LIBOR+5.00% cash due 11/10/2027 6.00 % 9,950 9,479 9,961 (6)
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: Performance Health Holdings, Inc.
+Added: Health Care Distributors
+Added: First Lien Term Loan, LIBOR+6.00% cash due 7/12/2027 7.00 % $ 20,085 $ 19,698 $ 19,683 (6)(15)
+Added: 19,698 19,683
Pingora MSR Opportunity Fund I-A, LP Thrifts & Mortgage Finance
1.86% limited partnership interest 752 112 (11)(16)(19)
−Removed: PLATO Learning Inc.
−Removed: Education Services
−Removed: Unsecured Senior PIK Note, 8.50% PIK due 12/9/2021 3,099 2,434 — (15)(20)
−Removed: Unsecured Junior PIK Note, 10.00% PIK due 12/9/2021 15,010 10,227 — (15)(20)
−Removed: Unsecured Revolver, 5.00% cash due 12/9/2021 2,938 2,631 588 (20)(21)
−Removed: 126,127.80 Class A Common Units of Edmentum 126 — (20)
+Added: Planview Parent, Inc.
+Added: Application Software
+Added: Second Lien Term Loan, LIBOR+7.25% cash due 12/18/2028 8.00 % 28,627 28,198 28,699 (6)(15)
+Added: 28,198 28,699
+Added: PLNTF Holdings, LLC Leisure Facilities
+Added: First Lien Term Loan, LIBOR+8.00% cash due 3/22/2026 9.00 % 13,729 13,482 13,798 (6)(15)
+Added: 13,482 13,798
+Added: Pluralsight, LLC Application Software
+Added: First Lien Term Loan, LIBOR+8.00% cash due 4/6/2027 9.00 % 48,689 47,788 47,763 (6)(15)
+Added: First Lien Revolver, LIBOR+8.00% cash due 4/6/2027 — (65) (67) (6)(15)(19)
+Added: 47,723 47,696
+Added: PRGX Global, Inc.
+Added: Data Processing & Outsourced Services
+Added: First Lien Term Loan, LIBOR+6.75% cash due 3/3/2026 7.75 % 34,118 33,016 33,547 (6)(15)
+Added: First Lien Revolver, LIBOR+6.75% cash due 3/3/2026 — (44) (42) (6)(15)(19)
+Added: 80,515 Class B Common Units 79 81 (15)
+Added: 33,051 33,586
ProFrac Services, LLC Industrial Machinery
3 unchanged sentences
Second Lien Term Loan, LIBOR+8.00% cash due 5/31/2027 8.08 % 5,250 5,151 5,224 (6)(15)
+Added: Quantum Bidco Limited Food Distributors
+Added: First Lien Term Loan, UK LIBOR+6.00% cash due 1/29/2028 6.11 % £ 3,501 4,625 4,673 (6)(11)
+Added: QuorumLabs, Inc.
+Added: Application Software
+Added: 64,887,669 Junior-2 Preferred Stock 375 — (15)
+Added: Relativity ODA LLC Application Software
+Added: First Lien Term Loan, LIBOR+7.50% PIK due 5/12/2027 $ 22,856 22,337 22,376 (6)(15)
+Added: First Lien Revolver, LIBOR+6.50% cash due 5/12/2027 — (52) (47) (6)(15)(19)
+Added: 22,285 22,329
+Added: Renaissance Holding Corp.
+Added: Diversified Banks
+Added: Second Lien Term Loan, LIBOR+7.00% cash due 5/29/2026 7.08 % 3,542 3,515 3,562 (6)
+Added: RevSpring, Inc.
+Added: Commercial Printing
+Added: First Lien Term Loan, LIBOR+4.25% cash due 10/11/2025 4.38 % 9,725 9,185 9,709 (6)
+Added: RumbleOn, Inc.
+Added: Automotive Retail
+Added: First Lien Term Loan, LIBOR+8.25% cash due 8/31/2026 9.25 % 38,036 35,651 35,640 (6)(11)(15)
+Added: First Lien Delayed Draw Term Loan, LIBOR+8.25% cash due 8/31/2026 — (1,022) (1,027) (6)(11)(15)(19)
+Added: 164,660 Class B Common Stock Warrants (exercise price $33.00) expiration date 2/28/2023 1,202 1,553 (15)
+Added: 35,831 36,166
Oaktree Specialty Lending Corporation
3 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Pug LLC Internet & Direct Marketing Retail
−Removed: First Lien Term Loan, LIBOR+8.00% cash due 2/12/2027 8.75 % $ 15,740 $ 14,802 $ 15,307 (6)
−Removed: 14,802 15,307
−Removed: QuorumLabs, Inc.
−Removed: Application Software
−Removed: 64,887,669 Junior-2 Preferred Stock 375 — (20)
−Removed: Refac Optical Group Specialty Stores
−Removed: 1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
−Removed: 550.9435 Series A-2 Preferred Stock in Refac Holdings, Inc., 10% 305 — (20)
−Removed: 1,000 Series A-1 Preferred Stock in Refac Holdings, Inc., 10% 999 — (20)
−Removed: Salient CRGT, Inc.
−Removed: Aerospace & Defense
+Added: Sabert Corporation Metal & Glass Containers
First Lien Term Loan, LIBOR+4.50% cash due 12/10/2026 5.50 % $ 1,818 $ 1,711 $ 1,825 (6)
2 unchanged sentences
Fixed Rate Zero Coupon Bond due 8/15/2026 7,692 6,512 7,169 (15)
−Removed: 12,069 12,468
ShareThis, Inc.
1 unchanged sentence
345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024 367 — (15)
+Added: SIO2 Medical Products, Inc.
+Added: Metal & Glass Containers
+Added: Subordinated Debt, 11.25% cash due 2/28/2022 15,896 15,161 15,022 (15)
+Added: Subordinated Delayed Draw Debt, 11.25% cash due 2/28/2022 — (110) (119) (15)(19)
+Added: Common Stock Warrants (exercise price $0.75) expiration date 7/31/2028 681 685 (15)
+Added: 15,732 15,588
+Added: Sirva Worldwide, Inc.
+Added: Diversified Support Services
+Added: First Lien Term Loan, LIBOR+5.50% cash due 8/4/2025 5.58 % 1,739 1,554 1,644 (6)
+Added: SM Wellness Holdings, Inc.
+Added: Health Care Services
+Added: Second Lien Term Loan, LIBOR+8.00% cash due 4/16/2029 8.75 % 9,109 8,972 9,177 (6)(15)
+Added: SonicWall US Holdings Inc.
+Added: Technology Distributors
+Added: Second Lien Term Loan, LIBOR+7.50% cash due 5/18/2026 7.63 % 3,195 3,163 3,178 (6)
Sorrento Therapeutics, Inc.
Biotechnology
−Removed: 125,000 Common Stock Warrants (exercise price $3.94) expiration date 11/3/2029 — 1,123 (11)(20)
+Added: 50,000 Common Stock Units 197 382 (11)
+Added: Star US Bidco LLC Industrial Machinery
+Added: First Lien Term Loan, LIBOR+4.25% cash due 3/17/2027 5.25 % 1,194 1,114 1,199 (6)
+Added: SumUp Holdings Luxembourg S.À.R.L.
+Added: Other Diversified Financial Services
+Added: First Lien Delayed Draw Term Loan, EURIBOR+8.50% cash due 3/10/2026 10.00 % € 13,980 15,991 15,908 (6)(11)(15)(19)
+Added: 15,991 15,908
+Added: Sunland Asphalt & Construction, LLC Construction & Engineering
+Added: First Lien Term Loan, LIBOR+6.00% cash due 1/13/2026 7.00 % $ 43,052 41,782 42,450 (6)(15)
+Added: First Lien Revolver, LIBOR+6.00% cash due 1/13/2022 7.00 % 203 150 169 (6)(15)(19)
+Added: 41,932 42,619
Supermoose Borrower, LLC Application Software
First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025 3.88 % 8,576 7,581 7,996 (6)
−Removed: Surgery Center Holdings, Inc.
−Removed: Health Care Facilities
+Added: SVP-Singer Holdings Inc.
+Added: Home Furnishings
First Lien Term Loan, LIBOR+6.75% cash due 7/28/2028 7.50 % 20,976 19,537 19,735 (6)(15)
+Added: 19,537 19,735
Swordfish Merger Sub LLC Auto Parts & Equipment
3 unchanged sentences
Second Lien Term Loan, LIBOR+7.50% cash due 2/4/2028 8.25 % 9,448 9,317 9,451 (6)
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: Tecta America Corp.
+Added: Construction & Engineering
+Added: Second Lien Term Loan, LIBOR+8.50% cash due 4/9/2029 9.25 % $ 5,203 $ 5,125 $ 5,203 (6)(15)
+Added: Telestream Holdings Corporation Application Software
+Added: First Lien Term Loan, LIBOR+8.75% cash due 10/15/2025 9.75 % 18,510 18,017 18,250 (6)(15)
+Added: First Lien Revolver, LIBOR+8.75% cash due 10/15/2025 9.75 % 492 464 468 (6)(15)(19)
+Added: 18,481 18,718
TerSera Therapeutics LLC Pharmaceuticals
2 unchanged sentences
31,551 32,858
+Added: TGNR HoldCo LLC Integrated Oil & Gas
+Added: Subordinated Debt, 11.50% cash due 5/14/2026 4,984 4,842 4,884 (11)(15)(20)
+Added: Thermacell Repellents, Inc.
+Added: Leisure Products
+Added: First Lien Term Loan, LIBOR+5.75% cash due 12/4/2026 6.75 % 6,636 6,603 6,603 (6)(15)
+Added: First Lien Revolver, LIBOR+5.75% cash due 12/4/2026 — (4) (4) (6)(15)(19)
+Added: Thrasio, LLC Internet & Direct Marketing Retail
+Added: First Lien Term Loan, LIBOR+7.00% cash due 12/18/2026 8.00 % 37,876 36,736 37,686 (6)(15)
+Added: 8,434 Shares of Series C-3 Preferred Stock in Thrasio Holdings, Inc.
+Added: 284,650.32 Shares of Series C-2 Preferred Stock in Thrasio Holdings, Inc.
+Added: 2,410 5,764 (15)
+Added: 23,201 Shares of Series X Preferred Stock in Thrasio Holdings, Inc.
+Added: 22,986 24,803 (15)(19)
+Added: 62,233 68,424
TIBCO Software Inc.
8 unchanged sentences
First Lien Term Loan, LIBOR+4.75% cash due 4/30/2026 4.83 % 6,860 6,757 6,809 (6)(15)
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Truck Hero, Inc.
−Removed: Auto Parts & Equipment
−Removed: Second Lien Term Loan, LIBOR+8.25% cash due 4/21/2025 9.25 % $ 21,500 $ 21,191 $ 20,819 (6)(20)
−Removed: 21,191 20,819
−Removed: Renal Care, Inc.
−Removed: Health Care Services
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 6/26/2026 5.15 % 1,122 934 1,096 (6)
−Removed: Uniti Group Inc.
−Removed: Specialized REITs
−Removed: 21,072 Common Units — 133 222 (11)(12)
−Removed: Verscend Holding Corp.
−Removed: Health Care Technology
+Added: Velocity Commercial Capital, LLC Thrifts & Mortgage Finance
First Lien Term Loan, LIBOR+8.00% cash due 2/5/2026 9.00 % 15,909 15,327 15,830 (6)(15)
−Removed: Fixed Rate Bond, 9.75% cash due 8/15/2026 7,000 7,020 7,629
15,327 15,830
−Removed: Vertex Aerospace Services Corp.
−Removed: Aerospace & Defense
+Added: Veritas US Inc.
+Added: Application Software
First Lien Term Loan, LIBOR+5.00% cash due 9/1/2025 6.00 % 5,940 5,599 5,975 (6)
−Removed: 10,133 10,073
Vitalyst Holdings, Inc.
2 unchanged sentences
7,500 Class A Common Stock Units 75 — (15)
−Removed: William Morris Endeavor Entertainment, LLC Movies & Entertainment
−Removed: First Lien Term Loan, LIBOR+8.50% cash due 5/18/2025 9.50 % 33,298 31,594 33,298 (6)(20)
−Removed: 31,594 33,298
+Added: Win Brands Group LLC Housewares & Specialties
+Added: First Lien Term Loan, LIBOR+9.00% cash 5.00% PIK due 1/22/2026 10.00 % 1,894 1,875 1,884 (6)(15)
+Added: 181 Class F Warrants in Brand Value Growth LLC (exercise price $0.01) expiration date 1/25/2027 — 119 (15)
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2021
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Windstream Services II, LLC Integrated Telecommunication Services
4 unchanged sentences
WP CPP Holdings, LLC Aerospace & Defense
+Added: First Lien Term Loan, LIBOR+3.75% cash due 4/30/2025 4.75 % 4,369 4,005 4,264 (6)
Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026 8.75 % 16,000 15,758 15,815 (6)(15)
3 unchanged sentences
First Lien Term Loan, LIBOR+6.50% cash due 3/27/2026 7.50 % 40,536 39,778 40,013 (6)(15)
−Removed: First Lien Delayed Draw Term Loan, LIBOR+6.50% cash due 3/27/2026 — (602) (443) (6)(19)(20)
39,778 40,013
−Removed: xMatters, Inc.
−Removed: Application Software
−Removed: 600,000 Common Stock Warrants (exercise price $0.593333) expiration date 2/26/2025 709 336 (20)
+Added: WWEX Uni Topco Holdings, LLC Air Freight & Logistics
+Added: Second Lien Term Loan, LIBOR+7.00% cash due 7/26/2029 7.75 % 5,000 4,925 4,981 (6)
Specialty Chemicals
6 unchanged sentences
Total Non-Control/Non-Affiliate Investments (172.7% of net assets) $ 2,236,759 $ 2,267,575
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Total Portfolio Investments (194.7% of net assets) $ 2,539,121 $ 2,556,629
−Removed: Cash and Cash Equivalents
+Added: Cash and Cash Equivalents and Restricted Cash
JP Morgan Prime Money Market Fund, Institutional Shares
1 unchanged sentence
Other cash accounts
−Removed: Total Cash and Cash Equivalents (4.3% of net assets) $ 39,096 $ 39,096
−Removed: Total Portfolio Investments and Cash and Cash Equivalents (176.3% of net assets) $ 1,708,266 $ 1,612,947
+Added: Total Cash and Cash Equivalents and Restricted Cash (2.4% of net assets) $ 31,635 $ 31,635
+Added: Total Portfolio Investments and Cash and Cash Equivalents and Restricted Cash (197.2% of net assets) $ 2,570,756 $ 2,588,264
Derivative Instrument Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Counterparty Cumulative Unrealized Appreciation /(Depreciation)
1 unchanged sentence
Foreign currency forward contract $ 46,663 € 39,736 11/12/2021 JPMorgan Chase Bank, N.A.
+Added: Derivative Instrument Company Receives Company Pays Counterparty Maturity Date Notional Amount Fair Value
+Added: Interest rate swap Fixed 2.7% Floating 3-month LIBOR +1.658% Royal Bank of Canada
+Added: 1/15/2027 $350,000 $(2,108)
Oaktree Specialty Lending Corporation
8 unchanged sentences
These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.
−Removed: (5) Each of the Company's investments is pledged as collateral under the Credit Facility (as defined in Note 6 to the accompanying notes to the Consolidated Financial Statements).
+Added: (5) Each of the Company's investments is pledged as collateral under one or more of its credit facilities.
+Added: A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(6) The interest rate on the principal balance outstanding for all floating rate loans is indexed to the London Interbank Offered Rate ("LIBOR") and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option.
3 unchanged sentences
dollars unless otherwise noted.
−Removed: As of September 30, 2020, the reference rates for the Company's variable rate loans were the 30-day LIBOR at 0.15%, the 60-day LIBOR at 0.19%, the 90-day LIBOR at 0.22%, the 180-day LIBOR at 0.27%, the 360-day LIBOR at 0.37%, the PRIME at 3.25%, the 30-day UK LIBOR at 0.05%, the 180-day UK LIBOR at 0.22%, the 30-day EURIBOR at (0.57)% and the 180-day EURIBOR at (0.36)%.
+Added: As of September 30, 2021, the reference rates for the Company's variable rate loans were the 30-day LIBOR at 0.08%, the 60-day LIBOR at 0.11%, the 90-day LIBOR at 0.13%, the 180-day LIBOR at 0.16%, the 360-day LIBOR at 0.24%, the PRIME at 3.25%, the 30-day UK LIBOR at 0.05%, the 180-day UK LIBOR at 0.09%, the 30-day EURIBOR at (0.57)%, the 90-day EURIBOR at (0.56)% and the 180-day EURIBOR at (0.53)%.
Most loans include an interest floor, which generally ranges from 0% to 1%.
13 unchanged sentences
(12) Income producing through payment of dividends or distributions.
−Removed: (13) PIK interest income for this investment accrues at an annualized rate of 15%, however, the PIK interest is not contractually capitalized on the investment.
+Added: (13) PIK interest income for this investment accrues at an annualized rate of 15%, however, the PIK interest is not contractually capitalized on the investment subsequent to a restructure that occurred during the year ended September 30, 2021.
As a result, the principal amount of the investment does not increase over time for accumulated PIK interest.
−Removed: As of September 30, 2020, the accumulated PIK interest balance for each of the A notes and the B notes was $4.3 million.
−Removed: The fair value of this investment is inclusive of PIK.
+Added: As of September 30, 2021, the accumulated PIK interest balance for the A notes and the B notes was $0.9 million and $0.8 million, respectively.
(14) See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
−Removed: (15) This investment was on PIK non-accrual status as of September 30, 2020.
−Removed: PIK non-accrual status is inclusive of other non-cash income, where applicable.
+Added: (15) As of September 30, 2021, these investments were categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board ("FASB") guidance under Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC 820").
(16) This investment was valued using net asset value as a practical expedient for fair value.
−Removed: Consistent with Financial Accounting Standards Board ("FASB") guidance under Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), these investments are excluded from the hierarchical levels.
+Added: Consistent with ASC 820, these investments are excluded from the hierarchical levels.
(17) Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
(18) Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.
−Removed: (19) Investment has undrawn commitments.
+Added: (19) Investment had undrawn commitments.
Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis.
A negative fair value may result from the unfunded commitment being valued below par.
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: (dollar amounts in thousands)
−Removed: (20) As of September 30, 2020, these investments were categorized as Level 3 within the fair value hierarchy established by ASC 820.
−Removed: (21) This investment was on cash non-accrual status as of September 30, 2020.
−Removed: Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
+Added: (20) This investment represents a participation interest in the underlying securities shown.
See notes to Consolidated Financial Statements.
5 unchanged sentences
Control Investments
−Removed: C5 Technology Holdings, LLC
−Removed: Data processing & outsourced services
+Added: C5 Technology Holdings, LLC Data Processing & Outsourced Services
829 Common Units $ — $ — (20)
1 unchanged sentence
34,984 27,638
−Removed: First Star Speir Aviation Limited
−Removed: Airlines (10)
+Added: Dominion Diagnostics, LLC Health Care Services
+Added: First Lien Term Loan, LIBOR+5.00% cash due 2/28/2024 6.00 % $ 27,660 27,660 27,660 (6)(20)
+Added: First Lien Revolver, LIBOR+5.00% cash due 2/28/2024 6.00 % 5,260 5,260 5,260 (6)(19)(20)
+Added: 30,030.8 Common Units in DD Healthcare Services Holdings, LLC 18,626 7,667 (20)
+Added: 51,546 40,587
+Added: First Star Speir Aviation Limited Airlines (10)
First Lien Term Loan, 9.00% cash due 12/15/2020 11,510 2,035 11,510 (11)(20)
4 unchanged sentences
First Lien Term Loan, LIBOR+5.00% cash due 3/17/2021 6.00 % 2,304 2,304 1,800 (6)(20)
−Removed: 7.10 % 3,256 3,256 3,256 (6)(20)
First Lien Revolver, LIBOR+5.00% cash due 3/17/2021 6.00 % 1,009 1,009 788 (6)(19)(20)
−Removed: 7.10 % 1,009 1,009 1,009 (6)(19)(20)
50.087 Class A Common Units in New IPT Holdings, LLC — — (20)
−Removed: Senior Loan Fund JV I, LLC
−Removed: Multi-sector holdings (14)(15)
+Added: Senior Loan Fund JV I, LLC Multi-Sector Holdings (14)
Subordinated Debt, LIBOR+7.00% cash due 12/29/2028 7.17 % 96,250 96,250 96,250 (6)(11)(20)
−Removed: 9.39 % 96,250 96,250 96,250 (6)(11)(20)
87.5% LLC equity interest 49,322 21,190 (11)(16)(19)
145,572 117,440
−Removed: 145,572 126,302
−Removed: Thruline Marketing, Inc.
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 4/3/2022 9.10 % 18,146 18,146 18,146 (6)(20)
−Removed: First Lien Revolver, LIBOR+7.75% cash due 4/3/2022 — — — (6)(19)(20)
−Removed: 9,073 Class A Units in FS AVI Holdco, LLC
−Removed: 10,648 6,438 (20)
−Removed: 28,794 24,584
Total Control Investments (22.0% of net assets) $ 245,950 $ 201,385
−Removed: $ 224,255 $ 209,178
Affiliate Investments (17)
Assembled Brands Capital LLC Specialized Finance
−Removed: First Lien Delayed Draw Term Loan, LIBOR+6.00% cash due 10/17/2023 8.10 % $ 5,585 $ 5,585 $ 5,585 (6)(19)(20)
+Added: First Lien Revolver, LIBOR+6.00% cash due 10/17/2023 7.00 % $ 4,688 $ 4,688 $ 4,194 (6)(19)(20)
1,609,201 Class A Units 764 483 (20)
2 unchanged sentences
Caregiver Services, Inc.
−Removed: Healthcare services
+Added: Health Care Services
1,080,399 shares of Series A Preferred Stock, 10% 1,080 741 (20)
−Removed: 1,080 1,784 (20)
Total Affiliate Investments (0.7% of net assets) $ 7,551 $ 6,509
−Removed: $ 8,449 $ 9,170
Non-Control/Non-Affiliate Investments
1 unchanged sentence
First Lien Term Loan, LIBOR+6.00% cash due 6/7/2022 7.00 % $ 5,676 $ 5,654 $ 5,264 (6)(20)
−Removed: 8.04 % $ 5,799 $ 5,764 $ 5,688 (6)(20)
−Removed: First Lien Revolver, PRIME+5.00% cash due 6/7/2021
−Removed: 10.00 % 255 238 212 (6)(19)(20)
−Removed: 99 Cents Only Stores LLC
−Removed: General merchandise stores
+Added: First Lien Revolver, LIBOR+6.00% cash due 6/7/2021 7.00 % 2,232 2,214 2,070 (6)(20)
+Added: 99 Cents Only Stores LLC General Merchandise Stores
First Lien Term Loan, LIBOR+5.00% cash 1.50% PIK due 1/13/2022 6.00 % 19,431 19,220 17,877 (6)
19,220 17,877
−Removed: Access CIG, LLC
−Removed: Diversified support services
−Removed: Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026 10.07 % 15,000 14,892 15,000 (6)(20)
+Added: Holdings II SÀRL Biotechnology
+Added: First Lien Term Loan, 12.00% cash due 4/27/2023 22,619 22,619 26,464 (11)(20)
+Added: First Lien Delayed Draw Term Loan, 12.00% cash due 4/27/2023 1,508 1,508 1,780 (11)(19)(20)
24,127 28,244
4 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: Access CIG, LLC Diversified Support Services
+Added: Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026 7.91 % $ 15,000 $ 14,909 $ 14,250 (6)
+Added: 14,909 14,250
+Added: Accupac, Inc.
+Added: Personal Products
+Added: First Lien Term Loan, LIBOR+6.00% cash due 1/17/2026 7.00 % 12,487 12,294 12,487 (6)(20)
+Added: First Lien Delayed Draw Term Loan, LIBOR+6.00% cash due 1/17/2026 — (36) — (6)(19)(20)
+Added: First Lien Revolver, LIBOR+6.00% cash due 1/17/2026 7.00 % 1,564 1,540 1,564 (6)(20)
+Added: 13,798 14,051
+Added: Application Software
+Added: First Lien Term Loan, LIBOR+7.00% cash due 10/31/2025 8.00 % 20,950 20,594 20,499 (6)(20)
+Added: First Lien Revolver, LIBOR+7.00% cash due 10/31/2025 — (39) (48) (6)(19)(20)
+Added: 20,555 20,451
Aden & Anais Merger Sub, Inc.
1 unchanged sentence
51,645 Common Units in Aden & Anais Holdings, Inc.
−Removed: $ 5,165 $ — (20)
AdVenture Interactive, Corp.
9 unchanged sentences
27,668 28,435
−Removed: Air Medical Group Holdings, Inc.
−Removed: Healthcare services
+Added: Hotels, Resorts & Cruise Lines
First Lien Term Loan, LIBOR+7.50% cash due 4/17/2025 8.50 % $ 15,743 15,378 17,081 (6)
+Added: 15,378 17,081
AirStrip Technologies, Inc.
Application Software
−Removed: 22,858.71 Series C-1 Preferred Stock Warrants (exercise price $34.99757) expiration date 5/11/2025 90 — (20)
−Removed: Airxcel, Inc.
−Removed: Household appliances
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 4/28/2025 6.54 % 7,900 7,837 7,614 (6)
+Added: 5,715 Common Stock Warrants (exercise price $139.99) expiration date 5/11/2025 90 — (20)
Aldevron, L.L.C.
4 unchanged sentences
13,277 13,465
−Removed: Allen Media, LLC Movies & entertainment
−Removed: First Lien Term Loan, LIBOR+6.50% cash due 8/30/2023 8.60 % 19,238 18,858 18,613 (6)(20)
−Removed: 18,858 18,613
−Removed: Altice France S.A.
−Removed: Integrated telecommunication services
−Removed: Fixed Rate Bond, 8.13% cash due 1/15/2024 3,000 3,045 3,113 (11)
−Removed: Fixed Rate Bond, 7.63% cash due 2/15/2025 2,000 2,012 2,083 (11)
Alvotech Holdings S.A.
3 unchanged sentences
37,698 39,164
+Added: Amplify Finco Pty Ltd.
+Added: Movies & Entertainment
+Added: First Lien Term Loan, LIBOR+4.00% cash due 11/26/2026 4.75 % 995 909 856 (6)(11)(20)
+Added: Second Lien Term Loan, LIBOR+8.00% cash due 11/26/2027 8.75 % 12,500 12,188 9,438 (6)(11)(20)
+Added: 13,097 10,294
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2020
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Ancile Solutions, Inc.
5 unchanged sentences
23,398 23,267
+Added: Ardonagh Midco 3 PLC Insurance Brokers
+Added: First Lien Term Loan, EURIBOR+7.50% cash due 7/14/2026 8.50 % € 1,440 1,594 1,640 (6)(11)(20)
+Added: First Lien Term Loan, UK LIBOR+7.50% cash due 7/14/2026 8.25 % £ 11,303 13,752 14,188 (6)(11)(20)
+Added: First Lien Delayed Draw Term Loan, UK LIBOR+7.50% cash due 7/14/2026 £ — — — (6)(11)(19)(20)
+Added: Fixed Rate Bond, 11.50% cash due 1/15/2027 $ 2,222 2,200 2,255 (11)
+Added: 17,546 18,083
+Added: Associated Asphalt Partners, LLC Construction Materials
+Added: First Lien Term Loan, LIBOR+5.25% cash due 4/5/2024 6.25 % 2,554 2,150 2,073 (6)
Asurion, LLC Property & Casualty Insurance
1 unchanged sentence
19,950 20,058
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2019
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Healthcare distributors
−Removed: Fixed Rate Bond, 9.00% cash due 10/1/2025 $ 3,000 $ 2,975 $ 3,379
−Removed: Department stores
+Added: Athenex, Inc.
+Added: Pharmaceuticals
+Added: First Lien Term Loan, 11.00% cash due 6/19/2026 28,475 27,252 28,261 (11)(20)
+Added: First Lien Delayed Draw Term Loan, 11.00% cash due 6/19/2026 — (321) (171) (11)(19)(20)
+Added: 266,052 Common Stock Warrants (exercise price $12.63) expiration date 6/19/2027 915 785 (11)(20)
+Added: 27,846 28,875
+Added: Aurora Lux Finco S.À.R.L.
+Added: Airport Services
First Lien Term Loan, LIBOR+6.00% cash due 12/24/2026 7.00 % 22,885 22,376 21,283 (6)(11)(20)
+Added: 22,376 21,283
Blackhawk Network Holdings, Inc.
6 unchanged sentences
13,666 13,407
+Added: BX Commercial Mortgage Trust 2020-VIVA Diversified Real Estate Activities
+Added: Class D Variable Notes due 3/9/2044 3.67 % 12,556 10,482 11,451 (6)(11)(20)
+Added: Class E Variable Notes due 3/9/2044 3.67 % 6,221 4,806 5,395 (6)(11)(20)
+Added: 15,288 16,846
California Pizza Kitchen, Inc.
First Lien Term Loan, LIBOR+8.00% cash due 8/23/2022 3,222 3,081 983 (6)(21)
−Removed: Cenegenics, LLC Healthcare services (23)
−Removed: First Lien Term Loan, 9.75% cash 2.00% PIK due 9/30/2019 29,781 27,738 — (20)(21)
−Removed: First Lien Revolver, 15.00% cash due 9/30/2019 2,203 2,203 — (20)(21)
−Removed: 452,914.87 Common Units in Cenegenics, LLC 598 — (20)
−Removed: 345,380.141 Preferred Units in Cenegenics, LLC 300 — (20)
+Added: Chief Power Finance II, LLC Independent Power Producers & Energy Traders
+Added: First Lien Term Loan, LIBOR+6.50% cash due 12/31/2022 7.50 % 21,850 21,462 20,812 (6)(20)
+Added: 21,462 20,812
CITGO Holding, Inc.
Oil & Gas Refining & Marketing
−Removed: Fixed Rate Bond, 9.25% cash due 8/1/2024 10,672 10,672 11,366
First Lien Term Loan, LIBOR+7.00% cash due 8/1/2023 8.00 % 11,753 11,570 11,081 (6)
+Added: Fixed Rate Bond, 9.25% cash due 8/1/2024 10,672 10,672 10,192
22,242 21,273
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2020
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
CITGO Petroleum Corp.
1 unchanged sentence
First Lien Term Loan, LIBOR+5.00% cash due 3/28/2024 6.00 % $ 8,979 $ 8,890 $ 8,553 (6)
−Removed: Finco LLC Alternative carriers
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 9/23/2026 7.10 % 30,000 29,400 29,580 (6)(11)
+Added: Continental Intermodal Group LP Oil & Gas Storage & Transportation
+Added: First Lien Term Loan, LIBOR+9.50% PIK due 1/28/2025 24,741 24,741 21,753 (6)(20)
+Added: Common Stock Warrants expiration date 7/28/2025 — 1,672 (20)
24,741 23,425
5 unchanged sentences
417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021 105 395 (20)
−Removed: Covia Holdings Corporation Oil & gas equipment services
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 6/1/2025 6.31 % 7,900 7,900 6,484 (6)(11)
−Removed: DigiCert, Inc.
−Removed: Internet services & infrastructure
+Added: Corrona, LLC Health Care Services
First Lien Term Loan, LIBOR+5.50% cash due 12/13/2025 6.50 % 10,300 10,144 10,152 (6)(20)
−Removed: Dominion Diagnostics, LLC Healthcare services (23)
−Removed: Subordinated Term Loan, 11.00% cash 1.00% PIK due 10/18/2019 20,273 14,281 2,890 (20)(21)
−Removed: First Lien Term Loan, PRIME+4.00% cash due 4/8/2019 9.00 % 45,691 45,691 45,691 (6)(20)
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 12/13/2025 — (32) (52) (6)(19)(20)
First Lien Revolver, PRIME+4.50% cash due 12/13/2025 7.75 % 305 277 279 (6)(19)(20)
+Added: 1,099 Class A2 Common Units in Corrona Group Holdings, L.P.
1,038 1,038 (20)
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2019
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: The Dun & Bradstreet Corporation Research & consulting services
+Added: 11,427 11,417
+Added: Coyote Buyer, LLC Specialty Chemicals
First Lien Term Loan, LIBOR+6.00% cash due 2/6/2026 7.00 % 13,123 12,992 12,992 (6)(20)
−Removed: Fixed Rate Bond 6.875% cash due 8/15/2026 5,000 5,000 5,459
+Added: First Lien Revolver, LIBOR+6.00% cash due 2/6/2025 — (9) (9) (6)(19)(20)
12,983 12,983
+Added: CTOS, LLC Trading Companies & Distributors
+Added: First Lien Term Loan, LIBOR+4.25% cash due 4/18/2025 4.40 % 10,139 10,228 10,069 (6)
+Added: 10,228 10,069
Eagleview Technology Corporation Application Software
3 unchanged sentences
First Lien Term Loan, LIBOR+8.00% cash due 12/4/2020 9.00 % 6,861 6,851 6,998 (6)(20)
−Removed: 14,473 14,903
EOS Fitness Opco Holdings, LLC Leisure Facilities
1 unchanged sentence
12,500 Class B Common Units — — (20)
−Removed: Equitrans Midstream Corp.
−Removed: Oil & gas storage & transportation
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 1/31/2024 6.55 % 11,910 11,603 11,926 (6)(11)
−Removed: 11,603 11,926
ExamSoft Worldwide, Inc.
1 unchanged sentence
180,707 Class C Units in ExamSoft Investor LLC 181 500 (20)
−Removed: GI Chill Acquisition LLC Managed healthcare
+Added: Fortress Biotech, Inc.
+Added: Biotechnology
+Added: First Lien Term Loan, 11.00% cash due 8/27/2025 8,346 7,842 7,908 (11)(20)
+Added: 243,348 Common Stock Warrants (exercise price $3.20) expiration date 8/27/2030 258 419 (11)(20)
+Added: GI Chill Acquisition LLC Managed Health Care
First Lien Term Loan, LIBOR+4.00% cash due 8/6/2025 4.22 % 17,640 17,552 17,331 (6)(20)
1 unchanged sentence
27,479 26,681
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2020
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
GKD Index Partners, LLC Specialized Finance
2 unchanged sentences
21,733 21,481
−Removed: Interactive media & services
−Removed: Second Lien Term Loan, LIBOR+7.50% cash due 10/12/2026 9.54 % 22,222 21,805 22,500 (6)(20)
−Removed: 21,805 22,500
+Added: Global Medical Response Health Care Services
+Added: First Lien Term Loan, LIBOR+4.25% cash due 3/14/2025 5.25 % 6,256 6,152 6,084 (6)
Guidehouse LLP Research & Consulting Services
+Added: First Lien Term Loan, LIBOR+4.50% cash due 5/1/2025 4.65 % 4,949 4,907 4,912 (6)
Second Lien Term Loan, LIBOR+8.00% cash due 5/1/2026 8.15 % 20,000 19,930 19,300 (6)(20)
24,837 24,212
−Removed: HealthEdge Software, Inc.
−Removed: Application software
−Removed: 482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918) expiration date 9/30/2023 213 757 (20)
+Added: Gulf Operating, LLC Oil & Gas Storage & Transportation
+Added: First Lien Term Loan, LIBOR+5.25% cash due 8/25/2023 6.25 % 3,275 1,874 2,324 (6)
+Added: Houghton Mifflin Harcourt Publishers Inc.
+Added: Education Services
+Added: First Lien Term Loan, LIBOR+6.25% cash due 11/22/2024 7.25 % 6,738 6,508 6,300 (6)(11)
I Drive Safely, LLC Education Services
2 unchanged sentences
First Lien Term Loan, LIBOR+7.00% cash due 8/2/2022 7.25 % 9,056 8,569 7,856 (6)(20)
−Removed: 13,027 13,286
Application Software
2 unchanged sentences
16,478 16,577
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2019
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: Immucor, Inc.
+Added: Health Care Supplies
+Added: First Lien Term Loan, LIBOR+5.75% cash due 7/2/2025 6.75 % 6,477 6,354 6,347 (6)(20)
+Added: First Lien Revolver, LIBOR+5.75% cash due 7/2/2025 — (10) (11) (6)(19)(20)
+Added: Second Lien Term Loan, LIBOR+8.00% cash 3.50% PIK due 10/2/2025 9.00 % 15,611 15,316 15,298 (6)(20)
+Added: 21,660 21,634
Integral Development Corporation Other Diversified Financial Services
1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024 113 — (20)
−Removed: Kellermeyer Bergensons Services, LLC Environmental & facilities services
−Removed: Second Lien Term Loan, LIBOR+8.50% cash due 4/29/2022 10.77 % $ 6,105 5,940 5,937 (6)(20)
L Squared Capital Partners LLC Multi-Sector Holdings
1 unchanged sentence
Lanai Holdings III, Inc.
−Removed: Healthcare distributors
+Added: Health Care Distributors
First Lien Term Loan, LIBOR+4.75% cash due 8/29/2022 5.75 % 12,948 12,810 12,260 (6)
3 unchanged sentences
First Lien Term Loan, LIBOR+5.00% cash due 11/25/2020 6.00 % 460 460 456 (6)(11)
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2020
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
Lift Brands Holdings, Inc.
5 unchanged sentences
39,023 37,723
−Removed: Long's Drugs Incorporated Pharmaceuticals
−Removed: 50 Series A Preferred Shares in Long's Drugs Incorporated 385 924 (20)
−Removed: 25 Series B Preferred Shares in Long's Drugs Incorporated 210 572 (20)
+Added: LogMeIn, Inc.
+Added: Application Software
+Added: Second Lien Term Loan, LIBOR+9.00% cash due 8/31/2028 9.16 % 9,293 8,831 9,247 (6)
LTI Holdings, Inc.
−Removed: Auto parts & equipment
+Added: Electronic Components
+Added: First Lien Term Loan, LIBOR+4.75% cash due 7/24/2026 4.90 % 1,794 1,513 1,685 (6)
+Added: First Lien Term Loan, LIBOR+3.50% cash due 9/6/2025 3.65 % 18,082 15,087 16,884 (6)
Second Lien Term Loan, LIBOR+6.75% cash due 9/6/2026 6.90 % 9,000 9,000 7,983 (6)
−Removed: Lytx Holdings, LLC Research & consulting services
−Removed: 3,500 Class B Units — 2,053 (20)
+Added: 25,600 26,552
Maravai Intermediate Holdings, LLC Biotechnology
1 unchanged sentence
11,642 11,789
+Added: Mauser Packaging Solutions Holding Company Metal & Glass Containers
+Added: Fixed Rate Bond, 8.50% cash due 4/15/2024 11,378 11,273 11,833
+Added: 11,273 11,833
Mayfield Agency Borrower Inc.
1 unchanged sentence
First Lien Term Loan, LIBOR+4.50% cash due 2/28/2025 4.65 % 28,823 28,045 26,679 (6)
−Removed: Second Lien Term Loan, LIBOR+8.50% cash due 3/2/2026 10.54 % 35,925 35,492 36,285 (6)(20)
28,045 26,679
McAfee, LLC Systems Software
−Removed: First Lien Term Loan, LIBOR+3.75% cash due 9/30/2024 5.79 % 10,957 10,884 10,995 (6)
Second Lien Term Loan, LIBOR+8.50% cash due 9/29/2025 9.50 % 7,000 7,028 7,074 (6)
−Removed: 17,918 18,088
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2019
−Removed: (dollar amounts in thousands)
−Removed: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
MHE Intermediate Holdings, LLC Diversified Support Services
2 unchanged sentences
Internet Services & Infrastructure
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 2/14/2025 9.06 % 28,952 28,434 28,402 (6)(20)
+Added: First Lien Term Loan, LIBOR+7.00% cash 1.5% PIK due 2/14/2025 8.00 % 29,097 28,675 26,828 (6)(20)
First Lien Revolver, LIBOR+8.00% cash due 2/14/2025 — (44) (241) (6)(19)(20)
1 unchanged sentence
Ministry Brands, LLC Application Software
−Removed: Second Lien Term Loan, LIBOR+9.25% cash due 6/2/2023 11.34 % 7,056 6,997 7,056 (6)(20)
−Removed: Second Lien Delayed Draw Term Loan, LIBOR+9.25% cash due 6/2/2023 11.34 % 1,944 1,927 1,944 (6)(20)
First Lien Revolver, LIBOR+5.00% cash due 12/2/2022 6.00 % 575 566 566 (6)(19)(20)
−Removed: Navicure, Inc.
−Removed: Healthcare technology
Second Lien Term Loan, LIBOR+9.25% cash due 6/2/2023 10.25 % 9,000 8,934 8,923 (6)(20)
+Added: MRI Software LLC Application Software
+Added: First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026 6.50 % 14,369 14,242 14,022 (6)(20)
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026 — (59) (144) (6)(19)(20)
+Added: First Lien Revolver, LIBOR+5.50% cash due 2/10/2026 — (13) (31) (6)(19)(20)
14,170 13,847
−Removed: Numericable SFR SA Integrated telecommunication services
−Removed: Fixed Rate Bond, 7.38% cash due 5/1/2026 5,000 5,104 5,380 (11)
+Added: Oaktree Specialty Lending Corporation
+Added: Consolidated Schedule of Investments
+Added: September 30, 2020
+Added: (dollar amounts in thousands)
+Added: Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
+Added: NeuAG, LLC Fertilizers & Agricultural Chemicals
+Added: First Lien Term Loan, LIBOR+5.50% cash 7.00% PIK due 9/11/2024 7.00 % $ 35,306 $ 33,918 $ 33,894 (6)(20)
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash 7.00% PIK due 9/11/2024 — (175) (175) (6)(19)(20)
+Added: 33,743 33,719
+Added: NuStar Logistics, L.P.
+Added: Oil & Gas Refining & Marketing
+Added: Unsecured Delayed Draw Term Loan, 12.00% cash due 4/19/2023 — — — (19)(20)
+Added: Olaplex, Inc.
+Added: Personal Products
+Added: First Lien Term Loan, LIBOR+6.50% cash due 1/8/2026 7.50 % 35,056 34,441 35,056 (6)(20)
+Added: First Lien Revolver, LIBOR+6.50% cash due 1/8/2025 7.50 % 1,917 1,852 1,917 (6)(19)(20)
+Added: 36,293 36,973
OmniSYS Acquisition Corporation Diversified Support Services
5 unchanged sentences
18,717 15,410
−Removed: P2 Upstream Acquisition Co.
−Removed: Application software
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 10/30/2020 6.19 % 2,976 2,936 2,950 (6)
−Removed: First Lien Revolver, LIBOR+4.00% cash due 2/1/2020 — — (79) (6)(19)
+Added: OZLM Funding III, Ltd.
+Added: Multi-Sector Holdings
+Added: Class DR Notes, LIBOR+7.77% cash due 1/22/2029 8.03 % 2,312 1,657 2,119 (6)(11)
PaySimple, Inc.
1 unchanged sentence
First Lien Term Loan, LIBOR+5.50% cash due 8/23/2025 5.65 % 49,535 48,711 47,801 (6)(20)
−Removed: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 8/23/2025 — (242) (184) (6)(19)(20)
48,711 47,801
−Removed: Pingora MSR Opportunity Fund I-A, LP Thrift & mortgage finance
+Added: Pingora MSR Opportunity Fund I-A, LP Thrifts & Mortgage Finance
1.86% limited partnership interest 938 353 (11)(16)(19)
5 unchanged sentences
126,127.80 Class A Common Units of Edmentum 126 — (20)
+Added: ProFrac Services, LLC Industrial Machinery
+Added: First Lien Term Loan, LIBOR+7.50% cash due 9/15/2023 8.75 % 15,170 15,081 11,643 (6)(20)
+Added: 15,081 11,643
+Added: Project Boost Purchaser, LLC Application Software
+Added: Second Lien Term Loan, LIBOR+8.00% cash due 5/9/2027 8.15 % 3,750 3,750 3,375 (6)(20)
Oaktree Specialty Lending Corporation
3 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Project Boost Purchaser, LLC Application software
−Removed: First Lien Term Loan, LIBOR+3.50% cash due 6/1/2026 5.54 % $ 7,000 $ 6,930 $ 6,964 (6)
−Removed: Second Lien Term Loan, LIBOR+8.00% cash due 5/9/2027 10.14 % 3,750 3,750 3,750 (6)(20)
−Removed: 10,680 10,714
−Removed: ProFrac Services, LLC Industrial machinery
+Added: Pug LLC Internet & Direct Marketing Retail
First Lien Term Loan, LIBOR+8.00% cash due 2/12/2027 8.75 % $ 15,740 $ 14,802 $ 15,307 (6)
19 unchanged sentences
Biotechnology
+Added: 125,000 Common Stock Warrants (exercise price $3.94) expiration date 11/3/2029 — 1,123 (11)(20)
+Added: Supermoose Borrower, LLC Application Software
First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025 3.90 % 10,196 8,925 9,193 (6)
−Removed: First Lien Delayed Draw Term Loan, LIBOR+7.00% cash due 11/7/2023 (62) (69) (6)(11)(19)(20)
−Removed: Stock Warrants Strike (exercise price $3.28) expiration date 5/7/2029 1,750 1,667 (11)(20)
−Removed: Stock Warrants Strike (exercise price $3.94) expiration date 11/3/2029 — 320 (11)(20)
−Removed: 29,820 31,168
+Added: Surgery Center Holdings, Inc.
+Added: Health Care Facilities
+Added: First Lien Term Loan, LIBOR+3.25% cash due 9/3/2024 4.25 % 3,850 3,133 3,640 (6)(11)
Swordfish Merger Sub LLC Auto Parts & Equipment
1 unchanged sentence
12,458 10,563
+Added: Tacala, LLC Restaurants
+Added: Second Lien Term Loan, LIBOR+7.50% cash due 2/4/2028 7.65 % 7,276 7,167 6,903 (6)
TerSera Therapeutics LLC Pharmaceuticals
Second Lien Term Loan, LIBOR+9.50% cash due 3/30/2024 10.50 % 29,663 29,236 29,371 (6)(20)
−Removed: Second Lien Delayed Draw Term Loan, LIBOR+9.25% cash due 12/31/2020 — (45) (6)(19)(20)
668,879 Common Units of TerSera Holdings LLC 2,192 3,487 (20)
31,428 32,858
−Removed: TigerText, Inc.
+Added: TIBCO Software Inc.
Application Software
+Added: Second Lien Term Loan, LIBOR+7.25% cash due 3/3/2028 7.40 % 15,000 14,925 14,766 (6)
+Added: 14,925 14,766
+Added: TigerConnect, Inc.
+Added: Application Software
299,110 Series B Preferred Stock Warrants (exercise price $1.3373) expiration date 12/8/2024 60 525 (20)
7 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Tribe Buyer LLC Human resource & employment services
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 2/16/2024 6.54 % $ 830 $ 830 $ 775 (6)(20)
Truck Hero, Inc.
2 unchanged sentences
21,191 20,819
−Removed: Uber Technologies, Inc.
−Removed: Application software
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 4/4/2025 6.03 % 5,689 5,652 5,667 (6)
−Removed: Uniti Group LP Specialized REITs
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 10/24/2022 7.04 % 8,403 8,264 8,213 (6)(11)
−Removed: UOS, LLC Trading companies & distributors
−Removed: First Lien Term Loan, LIBOR+5.50% cash due 4/18/2023 7.54 % 10,242 10,357 10,370 (6)
−Removed: 10,357 10,370
−Removed: Veritas US Inc.
−Removed: Application software
+Added: Renal Care, Inc.
+Added: Health Care Services
First Lien Term Loan, LIBOR+5.00% cash due 6/26/2026 5.15 % 1,122 934 1,096 (6)
−Removed: 34,468 32,413
+Added: Uniti Group Inc.
+Added: Specialized REITs
+Added: 21,072 Common Units — 133 222 (11)(12)
Verscend Holding Corp.
−Removed: Healthcare technology
+Added: Health Care Technology
First Lien Term Loan, LIBOR+4.50% cash due 8/27/2025 4.65 % 14,525 14,479 14,429 (6)
9 unchanged sentences
7,500 Class A Common Stock Units 75 — (20)
−Removed: Windstream Services, LLC Integrated telecommunication services
−Removed: Fixed Rate Bond, 8.63% cash due 10/31/2025 5,000 4,863 5,113 (11)
+Added: William Morris Endeavor Entertainment, LLC Movies & Entertainment
+Added: First Lien Term Loan, LIBOR+8.50% cash due 5/18/2025 9.50 % 33,298 31,594 33,298 (6)(20)
+Added: 31,594 33,298
+Added: Windstream Services II, LLC Integrated Telecommunication Services
+Added: First Lien Term Loan, LIBOR+6.25% cash due 9/21/2027 7.25 % 25,935 24,900 25,168 (6)
+Added: 6,129 Shares of Common Stock in Windstream Holdings II, LLC 53 69 (20)
+Added: 37,215 Warrants in Windstream Holdings II, LLC 913 444 (20)
+Added: 25,866 25,681
WP CPP Holdings, LLC Aerospace & Defense
1 unchanged sentence
14,893 11,700
+Added: WPEngine, Inc.
+Added: Application Software
+Added: First Lien Term Loan, LIBOR+6.50% cash due 3/27/2026 7.50 % 14,188 13,863 13,949 (6)(20)
+Added: First Lien Delayed Draw Term Loan, LIBOR+6.50% cash due 3/27/2026 — (602) (443) (6)(19)(20)
+Added: 13,261 13,506
xMatters, Inc.
1 unchanged sentence
600,000 Common Stock Warrants (exercise price $0.593333) expiration date 2/26/2025 709 336 (20)
−Removed: Yeti Holdings, Inc.
−Removed: Leisure products
−Removed: 537,629 Shares Yeti Holdings, Inc.
−Removed: Common Stock — 15,054
Specialty Chemicals
−Removed: Second Lien Term Loan, LIBOR+8.25% cash due 8/11/2025 10.35 % 30,000 29,889 21,950 (6)(20)
First Lien Term Loan, LIBOR+4.00% cash due 8/12/2024 5.00 % 1,955 1,895 1,845 (6)
+Added: Second Lien Term Loan, LIBOR+8.25% cash due 8/11/2025 9.25 % 30,000 29,908 24,180 (6)(20)
31,803 26,025
2 unchanged sentences
23,705 21,176
+Added: Total Non-Control/Non-Affiliate Investments (149.3% of net assets) $ 1,415,669 $ 1,365,957
Oaktree Specialty Lending Corporation
3 unchanged sentences
Portfolio Company/Type of Investment (1)(2)(3)(4)(5) Cash Interest Rate (6) Industry Principal (7) Cost Fair Value Notes
−Removed: Total Non-Control/Non-Affiliate Investments (131.1% of net assets) $ 1,280,310 $ 1,219,694
Total Portfolio Investments (172.0% of net assets) $ 1,669,170 $ 1,573,851
18 unchanged sentences
These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.
−Removed: (5) With the exception of investments held by the Company’s wholly-owned subsidiaries that each formerly held a license from the SBA to operate as an SBIC, each of the Company's investments is pledged as collateral under the Credit Facility (as defined in Note 6 to the accompanying notes to the Consolidated Financial Statements).
+Added: (5) Each of the Company's investments is pledged as collateral under the Syndicated Facility (as defined in Note 6 to the accompanying notes to the Consolidated Financial Statements).
(6) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option.
3 unchanged sentences
dollars unless otherwise noted.
−Removed: As of September 30, 2019, the reference rates for the Company's variable rate loans were the 30-day LIBOR at 2.04%, the 60-day LIBOR at 2.09%, the 90-day LIBOR at 2.10%, the 180-day LIBOR at 2.06%, the PRIME at 5.00%, the 30-day UK LIBOR at 0.71% and the 30-day EURIBOR at (0.51)%.
+Added: As of September 30, 2020, the reference rates for the Company's variable rate loans were the 30-day LIBOR at 0.15%, the 60-day LIBOR at 0.19%, the 90-day LIBOR at 0.22%, the 180-day LIBOR at 0.27%, the 360-day LIBOR at 0.37%, the PRIME at 3.25%, the 30-day UK LIBOR at 0.05%, the 180-day UK LIBOR at 0.22%, the 30-day EURIBOR at (0.57)% and the 180-day EURIBOR at (0.36)%.
Most loans include an interest floor, which generally ranges from 0% to 1%.
4 unchanged sentences
(8) Control Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
−Removed: (9) As defined in the Investment Company Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement).
−Removed: See Schedule 12-14 in the accompanying notes to the Consolidated Financial Statements for transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.
+Added: (9) As defined in the Investment Company Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" these portfolio companies as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement).
+Added: See Schedule 12-14 in the accompanying notes to the Consolidated Financial Statements for transactions during the year ended September 30, 2020 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.
(10) First Star Speir Aviation 1 Limited is a wholly-owned holding company formed by the Company in order to facilitate its investment strategy.
10 unchanged sentences
(14) See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
−Removed: (15) On December 28, 2018, the mezzanine notes issued by SLF Repack Issuer 2016, LLC, a wholly-owned, special purpose issuer subsidiary of Senior Loan Fund JV I, LLC ("SLF JV I"), were redeemed and the Company purchased subordinated notes and LLC equity interests issued by SLF JV I.
−Removed: Prior to December 28, 2018, the mezzanine notes issued by SLF Repack Issuer 2016, LLC consisted of Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes.
+Added: (15) This investment was on PIK non-accrual status as of September 30, 2020.
+Added: PIK non-accrual status is inclusive of other non-cash income, where applicable.
(16) This investment was valued using net asset value as a practical expedient for fair value.
2 unchanged sentences
(18) Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.
−Removed: (19) Investment has undrawn commitments.
+Added: (19) Investment had undrawn commitments.
Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis.
3 unchanged sentences
Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
−Removed: Oaktree Specialty Lending Corporation
−Removed: Consolidated Schedule of Investments
−Removed: September 30, 2019
−Removed: (dollar amounts in thousands)
−Removed: (22) This investment was on PIK non-accrual status as of September 30, 2019.
−Removed: PIK non-accrual status is inclusive of other non-cash income, where applicable.
−Removed: (23) Payments on this investment were past due as of September 30, 2019.
See notes to Consolidated Financial Statements.
3 unchanged sentences
Oaktree Specialty Lending Corporation (together with its consolidated subsidiaries, the "Company") is a specialty finance company that looks to provide customized, one-stop credit solutions to companies with limited access to public or syndicated capital markets.
−Removed: The Company was formed in late 2007 and operates as a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a Business Development Company ("BDC") under the Investment Company Act.
−Removed: The Company has qualified and elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), for tax purposes.
+Added: The Company was formed in late 2007 and operates as a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a Business Development Company under the Investment Company Act.
+Added: The Company has qualified and elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), for U.S.
+Added: federal income tax purposes.
The Company's investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions, including first and second lien loans, unsecured and mezzanine loans, bonds, preferred equity and certain equity co-investments.
The Company may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions.
−Removed: The Company is externally managed by Oaktree Fund Advisors, LLC (“Oaktree”), a subsidiary of Oaktree Capital Group, LLC (“OCG”), pursuant to an investment advisory agreement between the Company and Oaktree (the “Investment Advisory Agreement”).
+Added: The Company is externally managed by Oaktree Fund Advisors, LLC ("Oaktree"), a subsidiary of Oaktree Capital Group, LLC (“OCG”), pursuant to an investment advisory agreement between the Company and Oaktree (as amended and restated, the "Investment Advisory Agreement").
Oaktree is an affiliate of Oaktree Capital Management, L.P.
4 unchanged sentences
OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.
+Added: On March 19, 2021, the Company acquired Oaktree Strategic Income Corporation (“OCSI”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2020, by and among OCSI, the Company, Lion Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth therein, Oaktree.
+Added: Pursuant to the Merger Agreement, Merger Sub was first merged with and into OCSI, with OCSI as the surviving corporation (the “Merger”), and, immediately following the Merger, OCSI was then merged with and into the Company, with the Company as the surviving company (together with the Merger, the “Mergers”).
+Added: In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OCSI’s common stock was converted into the right to receive 1.3371 shares of the Company’s common stock (with OCSI’s stockholders receiving cash in lieu of fractional shares of the Company’s common stock).
+Added: As a result of the Mergers, the Company issued an aggregate of 39,400,011 shares of its common stock to former OCSI stockholders.
+Added: "Merger with OCSI".
Significant Accounting Policies
11 unchanged sentences
Each consolidated subsidiary is wholly-owned and, as such, consolidated into the Consolidated Financial Statements.
−Removed: Certain subsidiaries that hold investments are treated as pass through entities for tax purposes.
+Added: Certain subsidiaries that hold investments are treated as pass through entities for U.S.
+Added: federal income tax purposes.
The assets of certain of the consolidated subsidiaries are not directly available to satisfy the claims of the creditors of Oaktree Specialty Lending Corporation or any of its other subsidiaries.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
As an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements but rather are included on the Statements of Assets and Liabilities as investments at fair value.
5 unchanged sentences
These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
25 unchanged sentences
Oaktree also utilizes some or all of the following information based on the individual circumstances of the portfolio company:
−Removed: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company.
+Added: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company.
The Company may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date.
3 unchanged sentences
As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
In accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946 may be valued using net asset value as a practical expedient for fair value.
1 unchanged sentence
These investments are generally not redeemable.
−Removed: The Company estimates the fair value of privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate.
+Added: The Company estimates the fair value of certain privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate.
Changes in the subjective input assumptions can materially affect the fair value estimates.
12 unchanged sentences
Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
−Removed: With the exception of the line items entitled "deferred financing costs," "deferred offering costs," "other assets," "deferred tax asset, net," "deferred tax liability," "credit facility payable" and "unsecured notes payable," which are reported at amortized cost, all assets and liabilities approximate fair value on the Consolidated Statements of Assets and Liabilities.
−Removed: The carrying value of the line items titled "interest, dividends and fees receivable," "due from portfolio companies," "receivables from unsettled transactions," "accounts payable, accrued expenses and other liabilities," "base management fee and incentive fee payable," "due to affiliate," "interest payable" and "payables from unsettled transactions" approximate fair value due to their short maturities.
+Added: With the exception of the line items entitled "deferred financing costs," "deferred offering costs," "other assets," "deferred tax asset, net," "credit facilities payable" and "unsecured notes payable," which are reported at amortized cost, all assets and liabilities approximate fair value on the Consolidated Statements of Assets and Liabilities.
+Added: The carrying value of the line items titled "interest, dividends and fees receivable," "due from portfolio companies," "receivables from unsettled transactions," "due
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: from broker," "accounts payable, accrued expenses and other liabilities," "base management fee and incentive fee payable," "due to affiliate," "interest payable" and "payables from unsettled transactions" approximate fair value due to their short maturities.
Foreign Currency Translation:
7 unchanged sentences
Derivative Instruments:
−Removed: The Company does not utilize hedge accounting and as such values its derivative instruments at fair value with the unrealized gains or losses recorded in “net unrealized appreciation (depreciation)” in the Company’s Consolidated Statements of Operations.
+Added: Foreign Currency Forward Contracts
+Added: The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies.
+Added: In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date.
+Added: Foreign currency forward contracts are marked-to-market at the applicable forward rate.
+Added: Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable.
+Added: Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
+Added: The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.
+Added: Interest Rate Swaps
+Added: The Company uses an interest rate swap to hedge some of the Company's fixed rate debt.
+Added: The Company designated the interest rate swap as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments are recognized as components of interest expense in the Consolidated Statements of Operations.
+Added: Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities.
+Added: The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.
+Added: Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in due from broker on the Company's Consolidated Statements of Assets and Liabilities.
+Added: Secured Borrowings:
+Added: Securities sold and simultaneously repurchased at a premium are reported as financing transactions in accordance with FASB ASC Topic 860, Transfers and Servicing ("ASC 860").
+Added: Amounts payable to the counterparty are due on the repurchase settlement date and, excluding accrued interest, such amounts are presented in the accompanying Statements of Assets and Liabilities as secured borrowings.
+Added: Premiums payable are separately reported as accrued interest.
Investment Income:
4 unchanged sentences
Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
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.
16 unchanged sentences
To maintain its status as a RIC, certain income from PIK interest may be required to be distributed to the Company’s stockholders, even though the Company has not yet collected the cash and may never do so.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Oaktree or its affiliates may provide financial advisory services to portfolio companies and, in return, the Company may receive fees for capital structuring services.
10 unchanged sentences
Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
−Removed: Cash and Cash Equivalents:
+Added: Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents consist of demand deposits and highly liquid investments with maturities of three months or less when acquired.
The Company places its cash and cash equivalents and restricted cash with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit.
−Removed: Cash and cash equivalents are included on the Company's Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: cash equivalents are included on the Company's Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.
+Added: As of September 30, 2021, included in restricted cash was $2.3 million that was held at Wells Fargo Bank, N.A.
+Added: in connection with the Citibank Facility (as defined in Note 6.
+Added: Pursuant to the terms of the Citibank Facility, the Company was restricted in terms of access to $2.3 million until t he occurrence of the periodic distribution dates and, in connection therewith, the Company’s submission of its required periodic reporting schedules and verifications of the Company’s compliance with the terms of the Citibank Facility.
Due from Portfolio Companies:
16 unchanged sentences
To the extent any such costs relate to debt offerings, these costs are treated as deferred financing costs and are amortized over the term of the respective debt arrangement.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: deferred offering costs that remain at the expiration of the shelf registration statement or when it becomes probable that an offering will not be completed are expensed.
+Added: Any deferred offering costs that remain at the expiration of the shelf registration statement or when it becomes probable that an offering will not be completed are expensed.
Income Taxes:
1 unchanged sentence
In order to be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each taxable year.
−Removed: As a RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to stockholders as a dividend.
+Added: As a RIC, the Company is not subject to U.S.
+Added: federal income tax on the portion of its taxable income and gains distributed currently to stockholders as a dividend.
Depending on the level of taxable income earned during a taxable year, the Company may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next taxable year.
5 unchanged sentences
federal excise tax for calendar year 2021.
−Removed: The Company holds certain portfolio investments through taxable subsidiaries, including Fund of Funds and Holdings.
+Added: The Company holds certain portfolio investments through taxable subsidiaries.
The purpose of the Company's taxable subsidiaries is to permit the Company to hold equity investments in portfolio companies which are "pass through" entities for U.S.
federal income tax purposes in order to comply with the RIC tax requirements.
−Removed: The taxable subsidiaries are consolidated for financial reporting purposes, and portfolio investments held by them are included in the Company’s Consolidated Financial Statements as portfolio investments and recorded at fair value.
+Added: The taxable subsidiaries are consolidated
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: for financial reporting purposes, and portfolio investments held by them are included in the Company’s Consolidated Financial Statements as portfolio investments and recorded at fair value.
The taxable subsidiaries are not consolidated with the Company for U.S.
10 unchanged sentences
The Company recognizes the tax benefits of uncertain tax positions only where the position is "more-likely-than-not" to be sustained assuming examination by tax authorities.
−Removed: Management has analyzed the Company's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2017, 2018 or 2019.
+Added: Management has analyzed the Company's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2018, 2019 and 2020.
The Company identifies its major tax jurisdictions as U.S.
Federal and California, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
−Removed: Recent Accounting Pronouncements:
−Removed: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met.
−Removed: The guidance is effective from March 12, 2020 through December 31, 2022.
−Removed: As of September 30, 2020, the guidance did not have a material impact on the Consolidated Financial Statements.
−Removed: The SEC issued final rules that, among other things, amended the financial disclosure requirements of Regulation S-X for acquired and disposed businesses and the significance tests for a “significant subsidiary” as applicable to BDCs, and amended certain forms used by BDCs.
−Removed: The amendments are intended to assist BDCs in making more meaningful determinations as to whether a subsidiary or an acquired or disposed entity is significant and improve the financial disclosure requirements
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: applicable to acquisitions and dispositions of investment companies and BDCs.
−Removed: The Company early adopted the updated rules for the year ended September 30, 2020 which did not result in any new significant subsidiaries being identified.
Portfolio Investments
−Removed: As of September 30, 2020, 172.0% of net assets at fair value, or $1.6 billion, was invested in 113 portfolio companies, including $117.4 million in subordinated notes and limited liability company ("LLC") equity interests of SLF JV I, a joint venture through which the Company and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation ("Kemper"), co-invest in senior secured loans of middle-market companies and other corporate debt securities.
+Added: As of September 30, 2021, 194.7% of net assets at fair value, or $2.6 billion, was invested in 138 portfolio companies, including (i) $133.9 million in subordinated notes and limited liability company ("LLC") equity interests of Senior Loan Fund JV I, LLC ("SLF JV I"), a joint venture through which the Company and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation ("Kemper"), co-invest in senior secured loans of middle-market companies and other corporate debt securities and (ii) $55.6 million in subordinated notes and LLC equity interests of OCSI Glick JV LLC ("Glick JV" and, together with SLF JV I, the "JVs"), a joint venture through which the Company and GF Equity Funding 2014 LLC ("GF Equity Funding") co-invest primarily in senior secured loans of middle-market companies.
+Added: As of September 30, 2021, 2.4% of net assets at fair value, or $31.6 million, was invested in cash and cash equivalents (including $2.3 million of restricted cash).
+Added: In comparison, as of September 30, 2020, 172.0% of net assets at fair value, or $1.6 billion, was invested in 113 portfolio investments, including $117.4 million in subordinated notes and LLC equity interests of SLF JV I.
As of September 30, 2020, 4.3% of net assets at fair value, or $39.1 million, was invested in cash and cash equivalents.
−Removed: In comparison, as of September 30, 2019, 154.5% of net assets at fair value, or $1.4 billion, was invested in 104 portfolio investments, including $126.3 million in subordinated notes and LLC equity interests of SLF JV I, and 1.7% of net assets at fair value, or $15.4 million, was invested in cash and cash equivalents.
−Removed: As of September 30, 2020, 84.1% of the Company's portfolio at fair value consisted of senior secured debt investments and 10.3% consisted of subordinated debt investments, including the debt investment in SLF JV I.
+Added: As of September 30, 2021, 86.7% of the Company's portfolio at fair value consisted of senior secured debt investments and 7.6% consisted of subordinated debt investments, including the debt investments in the JVs.
As of September 30, 2020, 84.1% of the Company's portfolio at fair value consisted of senior secured debt investments and 10.3% consisted of subordinated debt investments, including the debt investment in SLF JV I.
3 unchanged sentences
During the years ended September 30, 2021, 2020 and 2019, the Company recorded net unrealized appreciation (depreciation) of $114.5 million, $(20.6) million and $38.5 million, respectively.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The composition of the Company's investments as of September 30, 2021 and September 30, 2020 at cost and fair value was as follows:
3 unchanged sentences
Investments in equity securities 120,621 107,222 101,111 67,806
−Removed: Debt investment in SLF JV I 96,250 96,250 96,250 96,250
−Removed: Equity investment in SLF JV I 49,322 21,190 49,322 30,052
+Added: Debt investments in the JVs 146,955 151,832 96,250 96,250
+Added: Equity investments in the JVs 49,322 37,651 49,322 21,190
Total $ 2,539,121 $ 2,556,629 $ 1,669,170 $ 1,573,851
3 unchanged sentences
Portfolio Fair Value % of Debt
+Added: Floating rate debt securities, including the debt investments in the JVs $ 2,205,648 91.45 % $ 1,311,509 88.33 %
Fixed rate debt securities 206,108 8.55 173,346 11.67
−Removed: Floating rate debt securities, including the debt investment in SLF JV I 1,311,509 88.33 1,175,459 89.84
Total $ 2,411,756 100.00 % $ 1,484,855 100.00 %
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The following table presents the financial instruments carried at fair value as of September 30, 2021 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
1 unchanged sentence
Investments in debt securities (senior secured) $ — $ 338,707 $ 1,878,536 $ — $ 2,217,243
−Removed: Investments in debt securities (subordinated, including the debt investment in SLF JV I) — 35,660 126,152 — 161,812
+Added: Investments in debt securities (subordinated, including the debt investments in the JVs) — 18,196 176,317 — 194,513
Investments in equity securities (preferred) — — 63,565 — 63,565
−Removed: Investments in equity securities (common and warrants, including LLC equity interests of SLF JV I) 222 — 35,080 23,735 59,037
+Added: Investments in equity securities (common and warrants, including LLC equity interests of the JVs) 382 — 43,163 37,763 81,308
Total investments at fair value 382 356,903 2,161,581 37,763 2,556,629
2 unchanged sentences
Derivative assets — 1,912 — — 1,912
−Removed: — 223 — — 223
Total assets at fair value
$ 23,982 $ 358,815 $ 2,161,581 $ 37,763 $ 2,582,141
+Added: Derivative liability $ — $ 2,108 $ — $ — $ 2,108
+Added: Total liabilities at fair value $ — $ 2,108 $ — $ — $ 2,108
(a) In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy.
1 unchanged sentence
The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The following table presents the financial instruments carried at fair value as of September 30, 2020 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
19 unchanged sentences
Transfers between levels are recognized at the beginning of the reporting period.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The following table provides a roll-forward in the changes in fair value from September 30, 2020 to September 30, 2021 for all investments for which the Company determined fair value using unobservable (Level 3) factors:
Senior Secured Debt Subordinated
−Removed: Debt (including debt investment in SLF JV I) Preferred
+Added: Debt (including debt investments in the JVs) Preferred
Equity Common
1 unchanged sentence
Fair value as of September 30, 2020 $ 904,237 $ 126,152 $ 29,959 $ 35,080 $ 1,095,428
−Removed: Purchases 423,545 50,534 — 1,485 475,564
+Added: Purchases (a) 1,237,783 66,537 27,692 5,665 1,337,677
Sales and repayments (352,237) (45,353) (31) (28,629) (426,250)
−Removed: Transfers in (a)(b) 67,939 5,113 — 19,229 92,281
−Removed: Transfers out (a)(b) (33,625) (605) — — (34,230)
+Added: Transfers in (b)(c)(d) 18,458 — — 6,759 25,217
+Added: Transfers out (b)(d) (6,228) — — — (6,228)
PIK interest income 14,700 — — — 14,700
4 unchanged sentences
Net unrealized appreciation (depreciation) relating to Level 3 investments still held as of September 30, 2021 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the year ended September 30, 2021 $ 46,340 $ 4,857 $ 5,913 $ 13,763 $ 70,873
−Removed: (a) There were transfers into/out of Level 3 from/to Level 2 for certain investments during the year ended September 30, 2020 as a result of a change in the number of market quotes available and/or a change in market liquidity.
−Removed: (b) There was a transfer from senior secured debt to common equity and warrants during the year ended September 30, 2020 as a result of an investment restructuring, in which $46.5 million of senior secured debt was exchanged for new senior secured debt of $27.9 million and common equity of $18.6 million.
−Removed: There was also a transfer from subordinated debt to common equity and warrants during the year ended September 30, 2020 as a result of an investment restructuring, in which $0.6 million subordinated debt was exchanged for common equity and warrants.
−Removed: The following table provides a roll-forward in the changes in fair value from September 30, 2018 to September 30, 2019 for all investments and secured borrowings for which the Company determined fair value using unobservable (Level 3) factors:
−Removed: Investments Liabilities
+Added: (a) Includes the Level 3 investments acquired in connection with the Mergers during the year ended September 30, 2021.
+Added: (b) There were transfers into/out of Level 3 from/to Level 2 for certain investments during the year ended September 30, 2021 as a result of a change in the number of market quotes available and/or a change in market liquidity.
+Added: (c) There was a transfer into Level 3 from Level 2 as a result of an investment restructuring in which Level 2 senior secured debt was exchanged for Level 3 senior secured debt and common equity.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: (d) There was one transfer from senior secured debt to common equity and warrants during the year ended September 30, 2021 as a result of an investment restructuring, in which $6.3 million of senior secured debt was exchanged for $6.3 million of common equity.
+Added: The following table provides a roll-forward in the changes in fair value from September 30, 2019 to September 30, 2020 for all investments for which the Company determined fair value using unobservable (Level 3) factors:
Senior Secured Debt Subordinated
1 unchanged sentence
Equity Common
−Removed: Equity and Warrants Total Secured Borrowings
+Added: Equity and Warrants Total
Fair value as of September 30, 2019 $ 653,334 $ 110,309 $ 40,578 $ 41,006 $ 845,227
−Removed: New investments 257,378 2,664 7,019 2,514 269,575 —
+Added: Purchases 423,545 50,534 — 1,485 475,564
Sales and repayments (207,898) (40,630) (1,388) (13,838) (263,754)
−Removed: Transfers in (a)(c) 32,293 — 28,984 — 61,277 —
−Removed: Transfers out (b)(c) (28,984) (33,150) — (12,073) (74,207) —
+Added: Transfers in (a)(b) 67,939 5,113 — 19,229 92,281
+Added: Transfers out (a)(b) (33,625) (605) — — (34,230)
PIK interest income 7,568 — — — 7,568
3 unchanged sentences
Fair value as of September 30, 2020 $ 904,237 $ 126,152 $ 29,959 $ 35,080 $ 1,095,428
−Removed: Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of September 30, 2019 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the year ended September 30, 2019 $ (19,729) $ 3,378 $ (94) $ 10,617 $ (5,828) $ —
−Removed: (a) There were transfers into Level 3 from Level 2 for certain investments during the year ended September 30, 2019 as a result of a decreased number of market quotes available and/or decreased market liquidity.
−Removed: (b) There was one transfer from Level 3 to Level 1 during the year ended September 30, 2019 as a result of an initial public offering of a portfolio company.
−Removed: There was also one transfer out of Level 3 during the year ended September 30, 2019 as a
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: result of an investment restructuring in which debt investments were exchanged for equity investments that are valued using net asset value as a practical expedient.
−Removed: (c) There was one transfer out of senior secured debt into preferred equity during the year ended September 30, 2019 as a result of an investment restructuring in which debt investments were exchanged for equity investments.
+Added: Net unrealized appreciation (depreciation) relating to Level 3 investments still held as of September 30, 2020 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the year ended September 30, 2020 $ (11,757) $ 1,777 $ (9,125) $ (17,277) $ (36,382)
+Added: (a) There were transfers into/out of Level 3 from/to Level 2 for certain investments during the year ended September 30, 2020 as a result of a change in the number of market quotes available and/or a change in market liquidity.
+Added: (b) There was a transfer from senior secured debt to common equity and warrants during the year ended September 30, 2020 as a result of an investment restructuring, in which $46.5 million of senior secured debt was exchanged for new senior secured debt of $27.9 million and common equity of $18.6 million.
+Added: There was also a transfer from subordinated debt to common equity and warrants during the year ended September 30, 2020 as a result of an investment restructuring, in which $0.6 million of subordinated debt was exchanged for common equity and warrants.
Significant Unobservable Inputs for Level 3 Investments
8 unchanged sentences
24,485 Market Yield Market Yield (b) 12.0% - 14.0% 12.6%
−Removed: 588 Enterprise Value EBITDA Multiple (c) 7.6x - 8.6x 8.1x
−Removed: SLF JV I Debt Investment
−Removed: 96,250 Enterprise Value N/A (f) N/A - N/A N/A
+Added: Debt Investments in the JVs 151,832 Enterprise Value N/A (f) N/A - N/A N/A
Preferred & Common Equity 6,188 Enterprise Value Revenue Multiple (c) 0.9x - 11.2x 2.5x
7 unchanged sentences
(d) Used when there is an observable transaction or pending event for the investment.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
(e) The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments.
2 unchanged sentences
Each quoted price is evaluated by the Audit Committee of the Company's Board of Directors in conjunction with additional information compiled by Oaktree.
−Removed: (f) The Company determined the value of its subordinated notes of SLF JV I based on the total assets less the total liabilities senior to the subordinated notes held at SLF JV I in an amount not exceeding par under the EV technique.
+Added: (f) The Company determined the value of its subordinated notes of each JV based on the total assets less the total liabilities senior to the subordinated notes held at such JV in an amount not exceeding par under the EV technique.
The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which are carried at fair value, as of September 30, 2020:
4 unchanged sentences
11,510 Enterprise Value Asset Multiple (c) 0.9x - 1.1x 1.0x
−Removed: 3,750 Transactions Precedent Transaction Price (d) N/A - N/A N/A
314,865 Broker Quotations Broker Quoted Price (e) N/A - N/A N/A
7 unchanged sentences
1,622 Enterprise Value Asset Multiple (c) 0.9x - 1.1x 1.0x
+Added: 1,013 Transactions Precedent Transaction Price (d) N/A - N/A N/A
Total $ 1,095,428
3 unchanged sentences
(d) Used when there is an observable transaction or pending event for the investment.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
(e) The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments.
7 unchanged sentences
Increases or decreases in the valuation multiples in isolation may result in a higher or lower fair value measurement, respectively.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Financial Instruments Disclosed, But Not Carried, At Fair Value
1 unchanged sentence
Value Fair Value Level 1 Level 2 Level 3
−Removed: Credit facility payable $ 414,825 $ 414,825 $ — $ — $ 414,825
−Removed: Unsecured notes payable (net of unamortized financing costs and unaccreted discount) 294,490 301,431 — 301,431 —
+Added: Syndicated Facility payable $ 495,000 $ 495,000 $ — $ — $ 495,000
+Added: Citibank Facility payable
+Added: 135,000 135,000 — — 135,000
+Added: 2025 Notes payable (carrying value is net of unamortized financing costs and unaccreted discount) 295,740 314,541 — 314,541 —
+Added: 2027 Notes payable (carrying value is net of unamortized financing costs, unaccreted discount and interest rate swap fair value adjustment) 343,003 351,134 — 351,134 —
Total $ 1,268,743 $ 1,295,675 $ — $ 665,675 $ 630,000
1 unchanged sentence
Value Fair Value Level 1 Level 2 Level 3
−Removed: Credit facility payable $ 314,825 $ 314,825 $ — $ — $ 314,825
−Removed: Unsecured notes payable (net of unamortized financing costs) 158,542 164,966 — 164,966 —
+Added: Syndicated Facility payable $ 414,825 $ 414,825 $ — $ — $ 414,825
+Added: 2025 Notes payable (carrying value is net of unamortized financing costs and unaccreted discount) 294,490 301,431 — 301,431 —
Total $ 709,315 $ 716,256 $ — $ 301,431 $ 414,825
−Removed: The principal value of the credit facility payable approximates fair value due to its variable interest rate and is included in Level 3 of the hierarchy.
−Removed: As of September 30, 2020, unsecured notes payable consisted of the 3.500% unsecured notes due 2025 ("2025 Notes").
−Removed: The Company used market quotes as of the valuation date to estimate the fair value of the 2025 Notes, which are included in Level 2 of the hierarchy.
−Removed: As of September 30, 2019, unsecured notes payable consisted of the 5.875% unsecured notes due 2024 ("2024 Notes") and the 6.125% unsecured notes due 2028 ("2028 Notes").
−Removed: The Company used the unadjusted quoted price as of the valuation date to calculate the fair value of the 2024 Notes and the 2028 Notes.
−Removed: Although the 2024 Notes and the 2028 Notes were publicly traded as of September 30, 2019, the market was relatively inactive, and accordingly, these securities were included in Level 2 of the hierarchy.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: The principal values of the credit facilities payable approximate fair value due to their variable interest rates and are included in Level 3 of the hierarchy.
+Added: The Company used market quotes as of the valuation date to estimate the fair value of its 3.500% notes due 2025 (the "2025 Notes") and 2.700% notes due 2027 (the "2027 Notes"), which are included in Level 2 of the hierarchy.
Portfolio Composition
3 unchanged sentences
Senior secured debt $ 2,179,907 85.85 % $ 1,345,012 80.58 %
−Removed: Debt investment in SLF JV I 96,250 5.77 % 96,250 6.36 %
−Removed: Subordinated debt 77,475 4.64 % 104,109 6.88 %
−Removed: Common equity and warrants 61,561 3.69 % 52,630 3.48 %
−Removed: LLC equity interests of SLF JV I 49,322 2.95 % 49,322 3.26 %
+Added: Debt investments in the JVs 146,955 5.79 % 96,250 5.77 %
Preferred equity 65,939 2.60 % 39,550 2.37 %
+Added: Common equity and warrants 54,682 2.15 % 61,561 3.69 %
+Added: LLC equity interests of the JVs 49,322 1.94 % 49,322 2.95 %
+Added: Subordinated debt 42,316 1.67 % 77,475 4.64 %
Total $ 2,539,121 100.00 % $ 1,669,170 100.00 %
2 unchanged sentences
Senior secured debt $ 2,217,243 86.72 % 168.89 % $ 1,323,043 84.06 % 144.61 %
−Removed: Debt investment in SLF JV I 96,250 6.12 % 10.52 % 96,250 6.69 % 10.34 %
−Removed: Subordinated debt 65,562 4.17 % 7.17 % 81,298 5.65 % 8.74 %
−Removed: Common equity and warrants 37,847 2.40 % 4.14 % 58,988 4.10 % 6.34 %
+Added: Debt investments in the JVs 151,832 5.94 % 11.56 % 96,250 6.12 % 10.52 %
Preferred equity 63,565 2.49 % 4.84 % 29,959 1.90 % 3.27 %
−Removed: LLC equity interests of SLF JV I 21,190 1.35 % 2.32 % 30,052 2.10 % 3.23 %
+Added: Common equity and warrants 43,657 1.71 % 3.33 % 37,847 2.40 % 4.14 %
+Added: Subordinated debt 42,681 1.67 % 3.25 % 65,562 4.17 % 7.17 %
+Added: LLC equity interests of the JVs 37,651 1.47 % 2.87 % 21,190 1.35 % 2.32 %
Total $ 2,556,629 100.00 % 194.74 % $ 1,573,851 100.00 % 172.03 %
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.
3 unchanged sentences
Northeast $ 720,781 28.39 % $ 495,440 29.69 %
−Removed: West 330,468 19.80 % 377,810 24.97 %
Midwest 385,846 15.20 % 285,674 17.11 %
−Removed: International 210,963 12.64 % 171,129 11.31 %
+Added: West 365,471 14.39 % 330,468 19.80 %
Southeast 294,339 11.59 % 171,330 10.26 %
−Removed: South 72,150 4.32 % 13,798 0.91 %
+Added: International 268,817 10.59 % 210,963 12.64 %
Southwest 256,227 10.09 % 67,867 4.07 %
+Added: South 156,764 6.17 % 72,150 4.32 %
Northwest 90,876 3.58 % 35,278 2.11 %
3 unchanged sentences
Northeast $ 721,647 28.24 % 54.97 % $ 446,499 28.38 % 48.81 %
−Removed: West 325,708 20.69 % 35.60 % 350,660 24.38 % 37.68 %
Midwest 382,475 14.96 % 29.13 % 252,482 16.04 % 27.60 %
−Removed: International 213,741 13.58 % 23.36 % 175,687 12.22 % 18.88 %
+Added: West 371,257 14.52 % 28.28 % 325,708 20.69 % 35.60 %
Southeast 299,486 11.71 % 22.81 % 165,516 10.52 % 18.09 %
−Removed: South 70,551 4.48 % 7.71 % 13,416 0.93 % 1.44 %
+Added: International 275,904 10.79 % 21.02 % 213,741 13.58 % 23.36 %
Southwest 258,940 10.13 % 19.72 % 65,647 4.17 % 7.18 %
+Added: South 155,526 6.08 % 11.85 % 70,551 4.48 % 7.71 %
Northwest 91,394 3.57 % 6.96 % 33,707 2.14 % 3.68 %
8 unchanged sentences
Multi-Sector Holdings (1) 196,277 7.73 148,116 8.87
−Removed: Data Processing & Outsourced Services 109,744 6.57 97,759 6.46
Pharmaceuticals 138,250 5.44 99,471 5.96
+Added: Data Processing & Outsourced Services 120,381 4.74 109,744 6.57
Biotechnology 111,856 4.41 89,447 5.36
+Added: Personal Products 103,642 4.08 50,091 3.00
+Added: Industrial Machinery 88,231 3.47 15,081 0.90
Health Care Services 84,750 3.34 71,139 4.26
Specialized Finance 68,554 2.70 51,909 3.11
−Removed: Personal Products 50,091 3.00 — —
−Removed: Property & Casualty Insurance 47,995 2.88 73,076 4.83
−Removed: Specialty Chemicals 44,786 2.68 31,788 2.10
−Removed: Movies & Entertainment 44,691 2.68 18,858 1.25
+Added: Aerospace & Defense 67,629 2.66 27,964 1.68
+Added: Fertilizers & Agricultural Chemicals 66,713 2.63 33,743 2.02
+Added: Internet & Direct Marketing Retail 62,233 2.45 14,802 0.89
+Added: Construction & Engineering 61,874 2.44 13,277 0.80
Integrated Telecommunication Services 47,059 1.85 44,583 2.67
+Added: Internet Services & Infrastructure 46,917 1.85 28,631 1.72
+Added: Specialty Chemicals 46,731 1.84 44,786 2.68
+Added: Home Improvement Retail 46,487 1.83 — —
+Added: Automotive Retail 41,800 1.65 — —
+Added: Airport Services 41,699 1.64 22,376 1.34
+Added: Diversified Support Services 40,666 1.60 18,797 1.13
Real Estate Services 40,445 1.59 39,023 2.34
−Removed: Fertilizers & Agricultural Chemicals 33,743 2.02 — —
−Removed: Auto Parts & Equipment 33,649 2.02 42,641 2.82
+Added: Oil & Gas Storage & Transportation 36,612 1.44 26,615 1.59
Oil & Gas Refining & Marketing 36,044 1.42 31,132 1.87
−Removed: Internet Services & Infrastructure 28,631 1.72 32,563 2.15
−Removed: Aerospace & Defense 27,964 1.68 33,665 2.23
+Added: Soft Drinks 33,410 1.32 — —
+Added: Electrical Components & Equipment 32,127 1.27 20,934 1.25
+Added: Health Care Supplies 29,650 1.17 21,660 1.30
+Added: Advertising 28,649 1.13 13,611 0.82
+Added: Real Estate Operating Companies 27,531 1.08 — —
+Added: Cable & Satellite 26,730 1.05 — —
+Added: Movies & Entertainment 26,002 1.02 44,691 2.68
+Added: Insurance Brokers 25,515 1.00 17,546 1.05
+Added: Leisure Facilities 25,162 0.99 1,887 0.11
+Added: Health Care Equipment 23,674 0.93 — —
+Added: Independent Power Producers & Energy Traders 23,458 0.92 21,462 1.29
+Added: Airlines 22,417 0.88 10,535 0.63
+Added: Health Care Distributors 19,698 0.78 12,810 0.77
+Added: Commercial Printing 19,685 0.78 7,868 0.47
+Added: Home Furnishings 19,537 0.77 — —
Managed Health Care 18,654 0.73 27,479 1.65
−Removed: Oil & Gas Storage & Transportation 26,615 1.59 11,603 0.77
+Added: Metal & Glass Containers 17,443 0.69 11,273 0.68
+Added: Other Diversified Financial Services 16,104 0.63 113 0.01
+Added: Thrifts & Mortgage Finance 16,079 0.63 938 0.06
+Added: Health Care Technology 13,877 0.55 21,499 1.29
+Added: Auto Parts & Equipment 12,466 0.49 33,649 2.02
Electronic Components 10,080 0.40 25,600 1.53
+Added: Property & Casualty Insurance 9,884 0.39 47,995 2.88
+Added: Restaurants 9,317 0.37 10,248 0.61
+Added: IT Consulting & Other Services 7,598 0.30 14,919 0.89
Research & Consulting Services 7,354 0.29 24,837 1.49
−Removed: Education Services 22,926 1.37 15,672 1.04
−Removed: Airport Services 22,376 1.34 — —
−Removed: Health Care Supplies 21,660 1.30 — —
−Removed: Health Care Technology 21,499 1.29 51,044 3.37
−Removed: Independent Power Producers & Energy Traders 21,462 1.29 — —
−Removed: Electrical Components & Equipment 20,934 1.25 21,210 1.40
Systems Software 6,647 0.26 20,694 1.24
+Added: Leisure Products 6,599 0.26 — —
+Added: Alternative Carriers 6,578 0.26 — —
+Added: Apparel, Accessories & Luxury Goods 5,165 0.20 13,734 0.82
+Added: Air Freight & Logistics 4,925 0.19 — —
+Added: Integrated Oil & Gas 4,842 0.19 — —
+Added: Food Distributors 4,625 0.18 — —
+Added: Food Retail 3,745 0.15 6,851 0.41
+Added: Diversified Banks 3,515 0.14 — —
+Added: Technology Distributors 3,163 0.12 — —
+Added: Construction Materials 2,245 0.09 2,150 0.13
+Added: Housewares & Specialties 1,875 0.07 — —
+Added: Education Services 981 0.04 22,926 1.37
General Merchandise Stores — — 19,220 1.15
−Removed: Diversified Support Services 18,797 1.13 18,805 1.24
−Removed: Insurance Brokers 17,546 1.05 — —
Hotels, Resorts & Cruise Lines — — 15,378 0.92
Diversified Real Estate Activities — — 15,288 0.92
−Removed: Industrial Machinery 15,081 0.90 17,055 1.13
−Removed: IT Consulting & Other Services 14,919 0.89 14,975 0.99
−Removed: Internet & Direct Marketing Retail 14,802 0.89 — —
−Removed: Apparel, Accessories & Luxury Goods 13,734 0.82 18,192 1.20
−Removed: Advertising 13,611 0.82 42,405 2.80
−Removed: Construction & Engineering 13,277 0.80 23,443 1.55
−Removed: Health Care Distributors 12,810 0.77 22,561 1.49
−Removed: Metal & Glass Containers 11,273 0.68 — —
−Removed: Airlines 10,535 0.63 10,640 0.70
−Removed: Restaurants 10,248 0.61 3,097 0.20
Trading Companies & Distributors — — 10,228 0.61
−Removed: Commercial Printing 7,868 0.47 6,002 0.40
−Removed: Food Retail 6,851 0.41 14,473 0.96
Oil & Gas Equipment & Services — — 3,313 0.20
Health Care Facilities — — 3,133 0.19
−Removed: Construction Materials 2,150 0.13 — —
−Removed: Leisure Facilities 1,887 0.11 1,887 0.12
Specialty Stores — — 1,305 0.08
−Removed: Thrifts & Mortgage Finance 938 0.06 1,217 0.08
Specialized REITs — — 133 0.01
−Removed: Other Diversified Financial Services 113 0.01 113 0.01
−Removed: Alternative Carriers — — 29,400 1.94
−Removed: Interactive Media & Services — — 21,805 1.44
−Removed: Household Appliances — — 7,837 0.52
−Removed: Environmental & Facilities Services — — 5,940 0.39
−Removed: Human Resource & Employment Services — — 830 0.05
−Removed: Department Stores — — 585 0.04
Total $ 2,539,121 100.00 % $ 1,669,170 100.00 %
9 unchanged sentences
Biotechnology 113,641 4.44 8.66 96,624 6.14 10.56
−Removed: Health Care Services 59,925 3.81 6.55 58,391 4.06 6.27
Personal Products 105,530 4.13 8.04 51,024 3.24 5.58
+Added: Industrial Machinery 90,218 3.53 6.87 11,643 0.74 1.27
+Added: Health Care Services 84,735 3.31 6.45 59,925 3.81 6.55
+Added: Aerospace & Defense 69,602 2.72 5.30 24,521 1.56 2.68
Specialized Finance 68,844 2.69 5.24 48,425 3.08 5.29
−Removed: Property & Casualty Insurance 46,737 2.97 5.11 74,148 5.16 7.97
−Removed: Movies & Entertainment 43,592 2.77 4.76 18,613 1.29 2.00
+Added: Internet & Direct Marketing Retail 68,424 2.68 5.21 15,307 0.97 1.67
+Added: Fertilizers & Agricultural Chemicals 67,527 2.64 5.14 33,719 2.14 3.69
+Added: Construction & Engineering 63,109 2.47 4.81 13,465 0.86 1.47
Integrated Telecommunication Services 49,607 1.94 3.78 41,091 2.61 4.49
+Added: Internet Services & Infrastructure 47,923 1.87 3.65 26,587 1.69 2.91
Specialty Chemicals 46,559 1.82 3.55 39,008 2.48 4.26
+Added: Home Improvement Retail 46,488 1.82 3.54 — — —
+Added: Automotive Retail 42,133 1.65 3.21 — — —
Real Estate Services 41,225 1.61 3.14 37,723 2.40 4.12
−Removed: Fertilizers & Agricultural Chemicals 33,719 2.14 3.69 — — —
−Removed: Auto Parts & Equipment 31,382 1.99 3.43 40,484 2.82 4.35
+Added: Diversified Support Services 40,888 1.60 3.11 17,689 1.12 1.93
+Added: Airport Services 40,776 1.59 3.11 21,283 1.35 2.33
Oil & Gas Refining & Marketing 36,546 1.43 2.78 29,826 1.90 3.26
−Removed: Managed Health Care 26,681 1.70 2.92 27,775 1.93 2.98
−Removed: Internet Services & Infrastructure 26,587 1.69 2.91 32,565 2.26 3.50
−Removed: Electronic Components 26,552 1.69 2.90 — — —
Oil & Gas Storage & Transportation 34,462 1.35 2.63 25,749 1.64 2.81
−Removed: Aerospace & Defense 24,521 1.56 2.68 33,738 2.35 3.63
−Removed: Research & Consulting Services 24,212 1.54 2.65 37,336 2.60 4.01
−Removed: Health Care Technology 22,058 1.40 2.41 52,275 3.64 5.62
−Removed: Health Care Supplies 21,634 1.37 2.36 — — —
−Removed: Airport Services 21,283 1.35 2.33 — — —
−Removed: Independent Power Producers & Energy Traders 20,812 1.32 2.27 — — —
−Removed: Systems Software 20,481 1.30 2.24 31,504 2.19 3.39
+Added: Soft Drinks 33,410 1.31 2.54 — — —
Electrical Components & Equipment 32,142 1.26 2.45 20,465 1.30 2.24
−Removed: Insurance Brokers 18,083 1.15 1.98 — — —
−Removed: General Merchandise Stores 17,877 1.14 1.95 16,934 1.18 1.82
−Removed: Diversified Support Services 17,689 1.12 1.93 18,624 1.30 2.00
−Removed: Hotels, Resorts & Cruise Lines 17,081 1.09 1.87 — — —
−Removed: Diversified Real Estate Activities 16,846 1.07 1.84 — — —
−Removed: Internet & Direct Marketing Retail 15,307 0.97 1.67 — — —
−Removed: IT Consulting & Other Services 13,905 0.88 1.52 13,792 0.96 1.48
−Removed: Construction & Engineering 13,465 0.86 1.47 23,982 1.67 2.58
Advertising 30,423 1.19 2.32 13,440 0.85 1.47
+Added: Health Care Supplies 30,186 1.18 2.30 21,634 1.37 2.36
+Added: Real Estate Operating Companies 28,341 1.11 2.16 — — —
+Added: Insurance Brokers 27,612 1.08 2.10 18,083 1.15 1.98
+Added: Cable & Satellite 27,048 1.06 2.06 — — —
+Added: Movies & Entertainment 27,048 1.06 2.06 43,592 2.77 4.76
Airlines 24,554 0.96 1.87 13,132 0.83 1.44
+Added: Health Care Equipment 23,763 0.93 1.81 — — —
+Added: Independent Power Producers & Energy Traders 23,552 0.92 1.79 20,812 1.32 2.27
+Added: Leisure Facilities 22,888 0.90 1.74 — — —
+Added: Commercial Printing 20,100 0.79 1.53 7,334 0.47 0.80
+Added: Home Furnishings 19,735 0.77 1.50 — — —
Health Care Distributors 19,683 0.77 1.50 12,260 0.78 1.34
+Added: Managed Health Care 18,840 0.74 1.44 26,681 1.70 2.92
Metal & Glass Containers 17,413 0.68 1.33 11,833 0.75 1.29
−Removed: Industrial Machinery 11,643 0.74 1.27 16,848 1.17 1.81
−Removed: Trading Companies & Distributors 10,069 0.64 1.10 10,370 0.72 1.11
+Added: Thrifts & Mortgage Finance 15,942 0.62 1.21 353 0.02 0.04
+Added: Other Diversified Financial Services 15,908 0.62 1.21 — — —
+Added: Health Care Technology 13,960 0.55 1.06 22,058 1.40 2.41
+Added: Auto Parts & Equipment 12,365 0.48 0.94 31,382 1.99 3.43
+Added: Electronic Components 10,127 0.40 0.77 26,552 1.69 2.90
+Added: Property & Casualty Insurance 9,949 0.39 0.76 46,737 2.97 5.11
Restaurants 9,451 0.37 0.72 7,886 0.50 0.86
−Removed: Apparel, Accessories & Luxury Goods 7,856 0.50 0.86 13,286 0.92 1.43
−Removed: Commercial Printing 7,334 0.47 0.80 5,900 0.41 0.63
−Removed: Education Services 7,088 0.45 0.77 16 — —
+Added: Research & Consulting Services 7,606 0.30 0.58 24,212 1.54 2.65
+Added: IT Consulting & Other Services 7,443 0.29 0.57 13,905 0.88 1.52
+Added: Alternative Carriers 6,939 0.27 0.53 — — —
+Added: Systems Software 6,769 0.26 0.52 20,481 1.30 2.24
+Added: Leisure Products 6,599 0.26 0.50 49 — 0.01
+Added: Air Freight & Logistics 4,981 0.19 0.38 — — —
+Added: Integrated Oil & Gas 4,884 0.19 0.37 — — —
+Added: Food Distributors 4,673 0.18 0.36 — — —
Food Retail 3,750 0.15 0.29 6,998 0.44 0.76
+Added: Diversified Banks 3,562 0.14 0.27 — — —
+Added: Technology Distributors 3,178 0.12 0.24 — — —
+Added: Construction Materials 2,350 0.09 0.18 2,073 0.13 0.23
+Added: Housewares & Specialties 2,003 0.08 0.15 — — —
+Added: Education Services 1,009 0.04 0.08 7,088 0.45 0.77
+Added: Apparel, Accessories & Luxury Goods — — — 7,856 0.50 0.86
+Added: General Merchandise Stores — — — 17,877 1.14 1.95
+Added: Hotels, Resorts & Cruise Lines — — — 17,081 1.09 1.87
+Added: Diversified Real Estate Activities — — — 16,846 1.07 1.84
+Added: Trading Companies & Distributors — — — 10,069 0.64 1.10
Health Care Facilities — — — 3,640 0.23 0.40
Oil & Gas Equipment & Services — — — 2,588 0.16 0.28
−Removed: Construction Materials 2,073 0.13 0.23 — — —
−Removed: Thrifts & Mortgage Finance 353 0.02 0.04 691 0.05 0.07
Specialized REITs — — — 222 0.01 0.02
−Removed: Leisure Products 49 — 0.01 15,054 1.05 1.62
−Removed: Alternative Carriers — — — 29,580 2.06 3.18
−Removed: Interactive Media & Services — — — 22,500 1.56 2.42
−Removed: Household Appliances — — — 7,614 0.53 0.82
−Removed: Environmental & Facilities Services — — — 5,937 0.41 0.64
−Removed: Leisure Facilities — — — 4,809 0.33 0.52
−Removed: Human Resource & Employment Services — — — 775 0.05 0.08
−Removed: Department stores — — — 480 0.03 0.05
−Removed: $ 1,573,851 100.00 % 172.03 % $ 1,438,042 100.00 % 154.52 %
+Added: Total $ 2,556,629 100.00 % 194.74 % $ 1,573,851 100.00 % 172.03 %
___________________
−Removed: (1) This industry includes the Company's investments in SLF JV I, collateralized loan obligations and certain limited partnership interests.
+Added: (1) This industry includes the Company's investments in the JVs and certain limited partnership interests.
OAKTREE SPECIALTY LENDING CORPORATION
10 unchanged sentences
SLF JV I is capitalized pro rata with LLC equity interests as transactions are completed and may be capitalized with additional subordinated notes issued to the Company and Kemper by SLF JV I.
−Removed: On December 28, 2018, the Company and Kemper directed the redemption of their holdings of mezzanine notes issued by SLF Repack Issuer 2016, LLC, a wholly-owned, special purpose issuer subsidiary of SLF JV I.
−Removed: Upon such redemption, the assets collateralizing the mezzanine notes, which consisted of equity interests of SLF JV I Funding LLC (the "Equity Interests"), were distributed in-kind to each of the Company and Kemper, based upon their respective holdings of mezzanine notes.
−Removed: Upon such distribution, the Company and Kemper each then directed that a portion of their respective Equity Interests holdings be contributed to SLF JV I in exchange for LLC equity interests of SLF JV I and the remainder be applied as payment for the subordinated notes of SLF JV I.
−Removed: SLF Repack Issuer 2016, LLC was dissolved following the foregoing redemption and liquidation.
−Removed: The subordinated notes issued by SLF JV I (the "SLF JV 1 Subordinated Notes") and the mezzanine notes issued by SLF Repack Issuer 2016, LLC (the "SLF Repack Notes") collectively are referred to as the SLF JV I Notes.
−Removed: Prior to the redemption on December 28, 2018, the SLF Repack Notes consisted of Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes.
−Removed: The SLF JV I Subordinated Notes are (and the SLF Repack Notes were, prior to their redemption) senior in right of payment to SLF JV I LLC equity interests and subordinated in right of payment to SLF JV I’s secured debt.
−Removed: As of September 30, 2020 and September 30, 2019, the Company and Kemper owned, in the aggregate, 87.5% and 12.5%, respectively, of the LLC equity interests of SLF JV I and the outstanding SLF JV I Subordinated Notes.
−Removed: SLF JV I has a senior revolving credit facility with Deutsche Bank AG, New York Branch (as amended, the "Deutsche Bank I Facility"), which permitted up to $250.0 million of borrowings (subject to borrowing base and other limitations) as of September 30, 2020 and September 30, 2019.
−Removed: Borrowings under the Deutsche Bank I Facility are secured by all of the assets of SLF JV I Funding LLC, a special purpose financing subsidiary of SLF JV I.
−Removed: As of September 30, 2020, the reinvestment period of the Deutsche Bank I Facility was scheduled to expire June 28, 2021 and the maturity date for the Deutsche Bank I Facility was June 29, 2026.
−Removed: As of September 30, 2020, borrowings under the Deutsche Bank I Facility accrued interest at a rate equal to 3-month LIBOR plus 1.85% per annum during the reinvestment period and 3-month LIBOR plus 2.00% per annum during the amortization period.
−Removed: Under the Deutsche Bank I Facility, $167.9 million and $170.2 million of borrowings were outstanding as of September 30, 2020 and September 30, 2019, respectively.
−Removed: As of September 30, 2020, the Deutsche Bank I Facility includes a waiver period (which extends through January 3, 2021) during which the facility agent is restricted from revaluing certain collateral obligations where the change in valuation is caused by or results from a business disruption due primarily to the COVID-19 pandemic (subject to SLF JV I’s ability to earlier terminate such period in certain circumstances).
+Added: The subordinated notes issued by SLF JV I (the "SLF JV I Notes") are senior in right of payment to SLF JV I LLC equity interests and subordinated in right of payment to SLF JV I’s secured debt.
+Added: As of September 30, 2021 and September 30, 2020, the Company and Kemper owned, in the aggregate, 87.5% and 12.5%, respectively, of the LLC equity interests of SLF JV I and the outstanding SLF JV I Notes.
+Added: SLF JV I is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act.
+Added: SLF JV I has a senior revolving credit facility with Deutsche Bank AG, New York Branch (as amended, the "SLF JV I Deutsche Bank Facility"), which permitted up to $260.0 million and $250.0 million of borrowings (subject to borrowing base and other limitations) as of September 30, 2021 and September 30, 2020, respectively.
+Added: Borrowings under the SLF JV I Deutsche Bank Facility are secured by all of the assets of SLF JV I Funding LLC, a special purpose financing subsidiary of SLF JV I.
+Added: As of September 30, 2021, the reinvestment period of the SLF JV I Deutsche Bank Facility was scheduled to expire May 3, 2023 and the maturity date for the SLF JV I Deutsche Bank Facility was May 3, 2028.
+Added: As of September 30, 2021, borrowings under the SLF JV I Deutsche Bank Facility accrued interest at a rate equal to 3-month LIBOR plus 2.00% per annum during the reinvestment period, 3-month LIBOR plus 2.15% per annum for the first year after the reinvestment period, 3-month LIBOR plus 2.25% for the following year and plus 2.50% thereafter, in each case with a 0.125% LIBOR floor.
+Added: Under the SLF JV I Deutsche Bank Facility, $215.6 million and $167.9 million of borrowings were outstanding as of September 30, 2021 and September 30, 2020, respectively.
As of September 30, 2021 and September 30, 2020, SLF JV I had total assets of $379.2 million and $313.5 million, respectively.
−Removed: SLF JV I's portfolio primarily consisted of senior secured loans to 56 and 51 portfolio companies as of September 30, 2020 and September 30, 2019, respectively.
+Added: SLF JV I's portfolio primarily consisted of senior secured loans to 55 portfolio companies as of September 30, 2021 and September 30, 2020.
The portfolio companies in SLF JV I are in industries similar to those in which the Company may invest directly.
−Removed: As of September 30, 2020, the Company's investment in SLF JV I consisted of LLC equity interests and Subordinated Notes of $117.4 million, at fair value.
−Removed: As of September 30, 2019, the Company's investment in SLF JV I consisted of LLC equity interests and Subordinated Notes of $126.3 million, at fair value.
+Added: As of September 30, 2021, the Company's investment in SLF JV I consisted of LLC equity interests and SLF JV I Notes of $133.9 million in aggregate, at fair value.
+Added: As of September 30, 2020, the Company's investment in SLF JV I consisted of LLC equity interests and SLF JV I Notes of $117.4 million in aggregate, at fair value.
As of each of September 30, 2021 and September 30, 2020, the Company and Kemper had funded approximately $165.5 million to SLF JV I, of which $144.8 million was from the Company.
−Removed: As of September 30, 2020 and September 30, 2019, the Company and Kemper had the option to fund additional SLF JV I Notes, subject to additional equity funding to SLF JV I.
−Removed: As of each of September 30, 2020 and September 30, 2019, the Company had commitments to fund LLC equity interests in SLF JV I of $17.5 million, of which $1.3 million was unfunded.
+Added: As of September 30, 2021, the Company had aggregate commitments to fund SLF JV I of $35.0 million, of which approximately $26.2 million was to fund additional SLF JV I Notes and approximately $8.8 million was to fund LLC equity interests in SLF JV I.
+Added: As of September 30, 2020, the Company had commitments to fund LLC equity interests in SLF JV I of $17.5 million, of which $1.3 million was unfunded.
OAKTREE SPECIALTY LENDING CORPORATION
16 unchanged sentences
Access CIG, LLC First Lien Term Loan, LIBOR+3.75% cash due 2/27/2025 3.83 % Diversified Support Services $ 9,111 $ 9,084 $ 9,078 (4)
−Removed: AdVenture Interactive, Corp.
−Removed: 927 shares of common stock Advertising 1,390 1,373 (4)
−Removed: AI Ladder (Luxembourg) Subco S.a.r.l.
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 7/9/2025 4.65 % Electrical Components & Equipment 6,038 5,914 5,781 (4)
−Removed: First Lien Term Loan, LIBOR+7.50% cash due 4/17/2025 8.50 % Hotels, Resorts & Cruise Lines 3,051 2,981 3,311 (4)
+Added: ADB Companies, LLC First Lien Term Loan, LIBOR+6.25% cash due 12/18/2025 7.25 % Construction & Engineering 7,732 7,566 7,644 (4)
Altice France S.A.
8 unchanged sentences
Total Apptio, Inc.
+Added: 4,769 4,715 4,692
+Added: Asurion, LLC Second Lien Term Loan, LIBOR+5.25% cash due 1/20/2029 5.33 % Property & Casualty Insurance 6,000 5,940 5,980
Aurora Lux Finco S.À.R.L.
First Lien Term Loan, LIBOR+6.00% cash due 12/24/2026 7.00 % Airport Services 6,403 6,283 6,025 (4)
+Added: BAART Programs, Inc.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 6/11/2027 6.00 % Health Care Services 5,985 5,925 5,970
+Added: BAART Programs, Inc.
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.00% cash due 6/11/2027 6.00 % Health Care Services 450 436 446 (5)
+Added: Total BAART Programs, Inc.
+Added: 6,435 6,361 6,416
Blackhawk Network Holdings, Inc.
4 unchanged sentences
C5 Technology Holdings, LLC 171 Common Units Data Processing & Outsourced Services — — (4)
−Removed: 7,193,539.63 Preferred Units Data Processing & Outsourced Services 7,194 5,683 (4)
+Added: C5 Technology Holdings, LLC 7,193,539.63 Preferred Units Data Processing & Outsourced Services 7,194 5,683 (4)
Total C5 Technology Holdings, LLC 7,194 5,683
−Removed: Carrols Restaurant Group, Inc.
−Removed: First Lien Term Loan, LIBOR+6.25% cash due 4/30/2026 7.25 % Restaurants 3,990 3,792 3,960
+Added: Centerline Communications, LLC First Lien Term Loan, LIBOR+5.50% cash due 8/10/2027 6.50 % Wireless Telecommunication Services 2,000 1,961 1,960
+Added: Centerline Communications, LLC First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 8/10/2023 6.50 % Wireless Telecommunication Services 1,920 1,890 1,889 (5)
+Added: Centerline Communications, LLC First Lien Revolver, LIBOR+5.50% cash due 8/10/2027 Wireless Telecommunication Services — (12) (12) (5)
+Added: Total Centerline Communications, LLC 3,920 3,839 3,837
CITGO Petroleum Corp.
First Lien Term Loan, LIBOR+6.25% cash due 3/28/2024 7.25 % Oil & Gas Refining & Marketing 7,111 7,040 7,134 (4)
−Removed: Clear Channel Outdoor Holdings, Inc.
−Removed: First Lien Term Loan, LIBOR+3.50% cash due 8/21/2026 3.76 % Advertising 331 290 302
+Added: City Football Group Limited First Lien Term Loan, LIBOR+3.50% cash due 7/21/2028 4.00 % Movies & Entertainment 6,500 6,468 6,492
Finco LLC First Lien Term Loan, LIBOR+3.50% cash due 12/11/2026 4.50 % Alternative Carriers 7,362 7,204 7,376
+Added: Convergeone Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 1/4/2026 5.08 % IT Consulting & Other Services 7,449 7,229 7,427 (4)
Curium Bidco S.à.r.l.
2 unchanged sentences
First Lien Term Loan, LIBOR+4.00% cash due 10/16/2026 4.08 % Internet Services & Infrastructure 5,885 5,870 5,893
−Removed: Dealer Tire, LLC First Lien Term Loan, LIBOR+4.25% cash due 12/12/2025 4.40 % Distributors 943 902 924
−Removed: eResearch Technology, Inc.
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 2/4/2027 5.50 % Application Software 7,481 7,406 7,461
−Removed: Frontier Communications Corporation First Lien Term Loan, PRIME+2.75% cash due 6/15/2024 6.00 % Integrated Telecommunication Services 3,939 3,901 3,887
−Removed: Gigamon, Inc.
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 12/27/2024 5.25 % Systems Software 7,781 7,734 7,684
−Removed: Global Medical Response, Inc.
−Removed: First Lien Term Loan, LIBOR+4.75% cash due 10/2/2025 5.75 % Health Care Services 2,231 2,187 2,185
−Removed: Guidehouse LLP Second Lien Term Loan, LIBOR+8.00% cash due 5/1/2026 8.15 % Research & Consulting Services 6,000 5,979 5,790 (4)
+Added: DirecTV Financing, LLC First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027 5.75 % Cable & Satellite 6,000 5,940 6,011 (4)
+Added: Enviva Holdings, LP First Lien Term Loan, LIBOR+5.50% cash due 2/17/2026 6.50 % Forest Products 5,878 5,819 5,893
OAKTREE SPECIALTY LENDING CORPORATION
2 unchanged sentences
Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
−Removed: Helios Software Holdings, Inc.
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 10/24/2025 4.52 % Systems Software $ 3,970 $ 3,930 $ 3,923
+Added: eResearch Technology, Inc.
+Added: First Lien Term Loan, LIBOR+4.50% cash due 2/4/2027 5.50 % Application Software $ 7,406 $ 7,332 $ 7,451
+Added: GI Chill Acquisition LLC First Lien Term Loan, LIBOR+3.75% cash due 8/6/2025 3.90 % Managed Health Care 3,721 3,737 3,712 (4)
+Added: GI Chill Acquisition LLC Second Lien Term Loan, LIBOR+7.50% cash due 8/6/2026 7.63 % Managed Health Care 3,750 3,674 3,731 (4)
+Added: Total GI Chill Acquisition LLC 7,471 7,411 7,443
+Added: Gibson Brands, Inc.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 8/11/2028 5.75 % Leisure Products 7,500 7,425 7,463
+Added: Global Medical Response, Inc.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 10/2/2025 5.75 % Health Care Services 2,214 2,178 2,226
+Added: Global Medical Response, Inc.
+Added: First Lien Term Loan, LIBOR+4.25% cash due 3/14/2025 5.25 % Health Care Services 1,995 1,995 2,004 (4)
+Added: Total Global Medical Response, Inc.
+Added: 4,209 4,173 4,230
+Added: Grab Holdings Inc.
+Added: First Lien Term Loan, LIBOR+4.50% cash due 1/29/2026 5.50 % Interactive Media & Services 2,985 2,907 3,025
+Added: Indivior Finance S.À.R.L.
+Added: First Lien Term Loan, LIBOR+5.25% cash due 6/30/2026 6.00 % Pharmaceuticals 7,481 7,336 7,456
Intelsat Jackson Holdings S.A.
First Lien Term Loan, PRIME+4.75% cash due 11/27/2023 8.00 % Alternative Carriers 3,568 3,550 3,622
+Added: Intelsat Jackson Holdings S.A.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 7/13/2022 5.75 % Alternative Carriers 5,000 4,935 5,044
+Added: Intelsat Jackson Holdings S.A.
First Lien Delayed Draw Term Loan, LIBOR+4.75% cash due 7/13/2022 Alternative Carriers — (13) 9 (5)
Total Intelsat Jackson Holdings S.A.
−Removed: KIK Custom Products Inc.
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 5/15/2023 5.00 % Household Products 5,322 5,308 5,302
+Added: 8,568 8,472 8,675
+Added: INW Manufacturing, LLC First Lien Term Loan, LIBOR+5.75% cash due 5/7/2027 6.50 % Personal Products 9,875 9,597 9,678 (4)
+Added: Lightbox Intermediate, L.P.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 5/9/2026 5.13 % Real Estate Services 7,443 7,377 7,405 (4)
LogMeIn, Inc.
First Lien Term Loan, LIBOR+4.75% cash due 8/31/2027 4.83 % Application Software 7,940 7,812 7,946 (4)
+Added: LTI Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+3.50% cash due 9/6/2025 3.58 % Electronic Components 7,442 7,329 7,354
+Added: Maravai Intermediate Holdings, LLC First Lien Term Loan, LIBOR+3.75% cash due 10/19/2027 4.75 % Biotechnology 6,819 6,751 6,846
Mindbody, Inc.
First Lien Term Loan, LIBOR+7.00% cash 1.50% PIK due 2/14/2025 8.00 % Internet Services & Infrastructure 4,616 4,565 4,528 (4)
+Added: Mindbody, Inc.
First Lien Revolver, LIBOR+8.00% cash due 2/14/2025 Internet Services & Infrastructure — (6) (9) (4)(5)
Total Mindbody, Inc.
+Added: 4,616 4,559 4,519
MRI Software LLC First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026 6.50 % Application Software 3,877 3,843 3,875 (4)
−Removed: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026 Application Software — (1) (4) (4)(5)
−Removed: First Lien Revolver, LIBOR+5.50% cash due 2/10/2026 Application Software — (3) (8) (4)(5)
+Added: MRI Software LLC First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026 Application Software — (6) (1) (4)(5)
+Added: MRI Software LLC First Lien Revolver, LIBOR+5.50% cash due 2/10/2026 Application Software — (3) — (4)(5)
Total MRI Software LLC 3,877 3,834 3,874
−Removed: Navicure, Inc.
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 10/22/2026 4.15 % Health Care Technology 5,970 5,940 5,849
−Removed: New IPT, Inc.
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 3/17/2021 6.00 % Oil & Gas Equipment & Services 1,006 1,006 786 (4)
−Removed: 21.876 Class A Common Units in New IPT Holdings, LLC Oil & Gas Equipment & Services — — (4)
−Removed: Total New IPT, Inc.
Northern Star Industries Inc.
First Lien Term Loan, LIBOR+4.50% cash due 3/31/2025 5.50 % Electrical Components & Equipment 6,755 6,738 6,738
−Removed: Northwest Fiber, LLC First Lien Term Loan, LIBOR+5.50% cash due 4/30/2027 5.66 % Integrated Telecommunication Services 2,400 2,314 2,403
−Removed: Novetta Solutions, LLC First Lien Term Loan, LIBOR+5.00% cash due 10/17/2022 6.00 % Application Software 5,931 5,909 5,827
OEConnection LLC First Lien Term Loan, LIBOR+4.00% cash due 9/25/2026 4.08 % Application Software 7,852 7,816 7,842 (4)
−Removed: First Lien Delayed Draw Term Loan, LIBOR+4.00% cash due 9/25/2026 Application Software — (2) (5) (5)
−Removed: Total OEConnection LLC 7,416 7,366
Olaplex, Inc.
First Lien Term Loan, LIBOR+6.25% cash due 1/8/2026 7.25 % Personal Products 6,273 6,189 6,226 (4)
+Added: Olaplex, Inc.
First Lien Revolver, LIBOR+6.25% cash due 1/8/2025 Personal Products — (7) (8) (4)(5)
Total Olaplex, Inc.
−Removed: PetVet Care Centers, LLC First Lien Term Loan, LIBOR+4.25% cash due 2/14/2025 5.25 % Specialized Consumer Services 2,743 2,736 2,747
−Removed: PG&E Corporation First Lien Term Loan, LIBOR+4.50% cash due 6/23/2025 5.50 % Electric Utilities 5,985 5,899 5,875
−Removed: Recorded Books, Inc.
−Removed: First Lien Term Loan, LIBOR+4.25% cash due 8/31/2025 4.75 % Publishing 6,000 5,940 5,940
−Removed: Sabert Corporation First Lien Term Loan, LIBOR+4.50% cash due 12/10/2026 5.50 % Metal & Glass Containers 2,828 2,800 2,791
−Removed: Salient CRGT, Inc.
−Removed: First Lien Term Loan, LIBOR+6.50% cash due 2/28/2022 7.50 % Aerospace & Defense 2,111 2,099 1,963 (4)
−Removed: SHO Holding I Corporation First Lien Term Loan, LIBOR+3.00% cash PIK 2.25% due 4/27/2024 4.00 % Footwear 8,396 8,380 5,898
−Removed: Signify Health, LLC First Lien Term Loan, LIBOR+4.50% cash due 12/23/2024 5.50 % Health Care Services 9,750 9,690 9,409
−Removed: Sirva Worldwide, Inc.
−Removed: First Lien Term Loan, LIBOR+5.50% cash due 8/4/2025 5.65 % Diversified Support Services 4,781 4,709 3,992
+Added: 6,273 6,182 6,218
+Added: Park Place Technologies, LLC First Lien Term Loan, LIBOR+5.00% cash due 11/10/2027 6.00 % Internet Services & Infrastructure 4,975 4,801 4,981 (4)
+Added: Planview Parent, Inc.
+Added: Second Lien Term Loan, LIBOR+7.25% cash due 12/18/2028 8.00 % Application Software 4,503 4,435 4,514 (4)
OAKTREE SPECIALTY LENDING CORPORATION
2 unchanged sentences
Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
+Added: Pluralsight, LLC First Lien Term Loan, LIBOR+8.00% cash due 4/6/2027 9.00 % Application Software $ 6,796 $ 6,669 $ 6,667 (4)
+Added: Pluralsight, LLC First Lien Revolver, LIBOR+8.00% cash due 4/6/2027 Application Software — (8) (8) (4)(5)
+Added: Total Pluralsight, LLC 6,796 6,661 6,659
+Added: Sabert Corporation First Lien Term Loan, LIBOR+4.50% cash due 12/10/2026 5.50 % Metal & Glass Containers 2,728 2,700 2,738 (4)
+Added: SHO Holding I Corporation First Lien Term Loan, LIBOR+5.25% cash due 4/27/2024 6.25 % Footwear 8,288 8,277 7,874
+Added: SHO Holding I Corporation First Lien Term Loan, LIBOR+5.23% cash due 4/27/2024 6.23 % Footwear 138 138 131
+Added: Total SHO Holding I Corporation 8,426 8,415 8,005
+Added: Sirva Worldwide, Inc.
+Added: First Lien Term Loan, LIBOR+5.50% cash due 8/4/2025 5.58 % Diversified Support Services 1,087 1,071 1,027 (4)
+Added: Sorenson Communications, LLC First Lien Term Loan, LIBOR+5.50% cash due 3/17/2026 6.25 % Communications Equipment 2,854 2,825 2,877
Star US Bidco LLC First Lien Term Loan, LIBOR+4.25% cash due 3/17/2027 5.25 % Industrial Machinery 8,255 8,075 8,289 (4)
−Removed: Sunshine Luxembourg VII SARL First Lien Term Loan, LIBOR+4.25% cash due 10/1/2026 5.25 % Personal Products 7,940 7,900 7,911
Supermoose Borrower, LLC First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025 3.88 % Application Software 7,823 7,465 7,294 (4)
1 unchanged sentence
First Lien Term Loan, LIBOR+3.75% cash due 8/31/2026 4.50 % Health Care Facilities 4,911 4,895 4,925
−Removed: Uber Technologies, Inc.
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 4/4/2025 5.00 % Application Software 2,997 2,959 2,980
−Removed: UFC Holdings, LLC First Lien Term Loan, LIBOR+3.25% cash due 4/29/2026 4.25 % Movies & Entertainment 2,856 2,816 2,814
+Added: Trench Plate Rental, Co.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 12/3/2026 5.75 % Construction Materials 3,942 3,882 3,881
+Added: Trench Plate Rental, Co.
+Added: First Lien Delayed Draw Term Loan, LIBOR+4.75% cash due 12/3/2026 Construction Materials — (11) (12) (5)
+Added: Trench Plate Rental, Co.
+Added: First Lien Revolver, LIBOR+4.75% cash due 12/3/2026 5.75 % Construction Materials 24 15 15 (5)
+Added: Total Trench Plate Rental, Co.
+Added: 3,966 3,886 3,884
Veritas US Inc.
2 unchanged sentences
First Lien Term Loan, LIBOR+4.00% cash due 8/27/2025 4.08 % Health Care Technology 4,080 4,052 4,091
−Removed: VM Consolidated, Inc.
−Removed: First Lien Term Loan, LIBOR+3.25% cash due 2/28/2025 3.40 % Data Processing & Outsourced Services 10,487 10,495 10,291
+Added: Waystar Technologies, Inc.
+Added: First Lien Term Loan, LIBOR+4.00% cash due 10/22/2026 4.08 % Health Care Technology 5,910 5,880 5,921
Windstream Services II, LLC First Lien Term Loan, LIBOR+6.25% cash due 9/21/2027 7.25 % Integrated Telecommunication Services 7,899 7,629 7,948 (4)
WP CPP Holdings, LLC Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026 8.75 % Aerospace & Defense 6,000 5,964 5,931 (4)
−Removed: $ 307,579 $ 311,428 $ 298,771
+Added: Total Portfolio Investments $ 344,196 $ 346,052 $ 346,665
(1) Represents the interest rate as of September 30, 2021.
4 unchanged sentences
All the LIBOR shown above is in U.S.
−Removed: As of September 30, 2020, the reference rates for SLF JV I's variable rate loans were the 30-day LIBOR at 0.15%, the 60-day LIBOR at 0.19%, the 90-day LIBOR at 0.22%, the 180-day LIBOR at 0.27% and the PRIME at 3.25%.
+Added: As of September 30, 2021, the reference rates for SLF JV I's variable rate loans were the 30-day LIBOR at 0.08%, the 60-day LIBOR at 0.11%, the 90-day LIBOR at 0.13%, the 180-day LIBOR at 0.16%, the 360-day LIBOR at 0.24% and the PRIME at 3.25%.
Most loans include an interest floor, which generally ranges from 0% to 1%.
5 unchanged sentences
A negative fair value may result from the unfunded commitment being valued below par.
−Removed: (6) This investment was on cash non-accrual status as of September 30, 2020.
−Removed: Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
OAKTREE SPECIALTY LENDING CORPORATION
8 unchanged sentences
First Lien Term Loan, LIBOR+4.50% cash due 7/9/2025 4.65 % Electrical Components & Equipment 6,038 5,914 5,781 (4)
−Removed: Air Newco LP First Lien Term Loan, LIBOR+4.75% cash due 5/31/2024 6.79 % IT consulting & other services 9,900 9,875 9,916
−Removed: AL Midcoast Holdings LLC First Lien Term Loan, LIBOR+5.50% cash due 8/1/2025 7.60 % Oil & gas storage & transportation 9,900 9,801 9,764
+Added: First Lien Term Loan, LIBOR+7.50% cash due 4/17/2025 8.50 % Hotels, Resorts & Cruise Lines 3,051 2,981 3,311 (4)
Altice France S.A.
2 unchanged sentences
First Lien Term Loan, LIBOR+5.25% cash due 12/31/2023 6.25 % Pharmaceuticals 9,879 9,623 9,566
+Added: Amplify Finco Pty Ltd.
+Added: First Lien Term Loan, LIBOR+4.00% cash due 11/26/2026 4.75 % Movies & Entertainment 7,960 7,880 6,846 (4)
+Added: Anastasia Parent, LLC First Lien Term Loan, LIBOR+3.75% cash due 8/11/2025 Personal Products 2,828 2,282 1,248 (6)
First Lien Term Loan, LIBOR+7.25% cash due 1/10/2025 8.25 % Application Software 4,615 4,550 4,526 (4)
1 unchanged sentence
Total Apptio, Inc.
+Added: 4,615 4,545 4,518
+Added: Aurora Lux Finco S.À.R.L.
+Added: First Lien Term Loan, LIBOR+6.00% cash due 12/24/2026 7.00 % Airport Services 6,468 6,324 6,015 (4)
Blackhawk Network Holdings, Inc.
4 unchanged sentences
C5 Technology Holdings, LLC 171 Common Units Data Processing & Outsourced Services — — (4)
−Removed: 7,193,539.63 Preferred Units Data Processing & Outsourced Services 7,194 7,194 (4)
+Added: C5 Technology Holdings, LLC 7,193,539.63 Preferred Units Data Processing & Outsourced Services 7,194 5,683 (4)
Total C5 Technology Holdings, LLC 7,194 5,683
−Removed: Cast & Crew Payroll, LLC First Lien Term Loan, LIBOR+4.00% cash due 2/9/2026 6.05 % Application software 4,975 4,925 5,018
+Added: Carrols Restaurant Group, Inc.
+Added: First Lien Term Loan, LIBOR+6.25% cash due 4/30/2026 7.25 % Restaurants 3,990 3,792 3,960
CITGO Petroleum Corp.
First Lien Term Loan, LIBOR+5.00% cash due 3/28/2024 6.00 % Oil & Gas Refining & Marketing 7,184 7,112 6,842 (4)
+Added: Clear Channel Outdoor Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+3.50% cash due 8/21/2026 3.76 % Advertising 331 290 302
Finco LLC First Lien Term Loan, LIBOR+4.50% cash due 12/11/2026 5.50 % Alternative Carriers 7,437 7,262 7,228
3 unchanged sentences
First Lien Term Loan, LIBOR+4.00% cash due 10/16/2026 4.15 % Internet Services & Infrastructure 7,960 7,940 7,879
−Removed: DigiCert, Inc.
−Removed: First Lien Term Loan, LIBOR+4.00% cash due 10/31/2024 6.04 % Internet services & infrastructure 8,250 8,148 8,249 (4)
−Removed: Ellie Mae, Inc.
+Added: Dealer Tire, LLC First Lien Term Loan, LIBOR+4.25% cash due 12/12/2025 4.40 % Distributors 943 902 924
+Added: eResearch Technology, Inc.
First Lien Term Loan, LIBOR+4.50% cash due 2/4/2027 5.50 % Application Software 7,481 7,406 7,461
−Removed: Everi Payments Inc.
−Removed: First Lien Term Loan, LIBOR+3.00% cash due 5/9/2024 5.04 % Casinos & gaming 4,764 4,742 4,776
−Removed: Falmouth Group Holdings Corp.
−Removed: First Lien Term Loan, LIBOR+6.75% cash due 12/14/2021 8.95 % Specialty chemicals 4,938 4,909 4,910
−Removed: Frontier Communications Corporation First Lien Term Loan, LIBOR+3.75% cash due 6/15/2024 5.80 % Integrated telecommunication services 6,473 6,400 6,471
−Removed: Gentiva Health Services, Inc.
−Removed: First Lien Term Loan, LIBOR+3.75% cash due 7/2/2025 5.81 % Healthcare services 7,920 7,801 7,974
+Added: Frontier Communications Corporation First Lien Term Loan, PRIME+2.75% cash due 6/15/2024 6.00 % Integrated Telecommunication Services 3,939 3,901 3,887
Gigamon, Inc.
First Lien Term Loan, LIBOR+4.25% cash due 12/27/2024 5.25 % Systems Software 7,781 7,734 7,684
−Removed: First Lien Term Loan, LIBOR+2.75% cash due 10/10/2025 4.81 % Interactive media & services 7,852 7,835 7,862
+Added: Global Medical Response, Inc.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 10/2/2025 5.75 % Health Care Services 2,231 2,187 2,185
Guidehouse LLP Second Lien Term Loan, LIBOR+8.00% cash due 5/1/2026 8.15 % Research & Consulting Services 6,000 5,979 5,790 (4)
3 unchanged sentences
Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
−Removed: Indivior Finance S.a.r.l.
−Removed: First Lien Term Loan, LIBOR+4.50% cash due 12/19/2022 6.76 % Pharmaceuticals $ 7,898 $ 7,797 $ 7,272
+Added: Helios Software Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+4.25% cash due 10/24/2025 4.52 % Systems Software $ 3,970 $ 3,930 $ 3,923
Intelsat Jackson Holdings S.A.
−Removed: First Lien Term Loan, LIBOR+3.75% cash due 11/27/2023 5.80 % Alternative Carriers 10,000 9,891 10,042
+Added: First Lien Term Loan, PRIME+4.75% cash due 11/27/2023 8.00 % Alternative Carriers 3,568 3,541 3,598
+Added: Intelsat Jackson Holdings S.A.
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 7/13/2022 6.50 % Alternative Carriers 971 801 1,011 (5)
+Added: Total Intelsat Jackson Holdings S.A.
+Added: 4,539 4,342 4,609
KIK Custom Products Inc.
First Lien Term Loan, LIBOR+4.00% cash due 5/15/2023 5.00 % Household Products 5,322 5,308 5,302
−Removed: McDermott Technology (Americas), Inc.
−Removed: First Lien Term Loan, LIBOR+5.00% cash due 5/9/2025 7.10 % Oil & gas equipment & services 4,187 4,119 2,676
+Added: LogMeIn, Inc.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 8/31/2027 4.91 % Application Software 5,000 4,876 4,842
Mindbody, Inc.
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 2/14/2025 9.06 % Internet services & infrastructure 4,524 4,443 4,438 (4)
+Added: First Lien Term Loan, LIBOR+7.00% cash 1.5% PIK due 2/14/2025 8.00 % Internet Services & Infrastructure 4,546 4,481 4,192 (4)
+Added: Mindbody, Inc.
First Lien Revolver, LIBOR+8.00% cash due 2/14/2025 Internet Services & Infrastructure — (7) (38) (4)(5)
Total Mindbody, Inc.
+Added: 4,546 4,474 4,154
+Added: MRI Software LLC First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026 6.50 % Application Software 3,830 3,795 3,737 (4)
+Added: MRI Software LLC First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026 Application Software — (1) (4) (4)(5)
+Added: MRI Software LLC First Lien Revolver, LIBOR+5.50% cash due 2/10/2026 Application Software — (3) (8) (4)(5)
+Added: Total MRI Software LLC 3,830 3,791 3,725
Navicure, Inc.
−Removed: First Lien Term Loan, LIBOR+3.75% cash due 9/18/2026 6.13 % Healthcare technology 6,000 5,970 6,008
+Added: First Lien Term Loan, LIBOR+4.00% cash due 10/22/2026 4.15 % Health Care Technology 5,970 5,940 5,849
New IPT, Inc.
First Lien Term Loan, LIBOR+5.00% cash due 3/17/2021 6.00 % Oil & Gas Equipment & Services 1,006 1,006 786 (4)
+Added: New IPT, Inc.
21.876 Class A Common Units in New IPT Holdings, LLC Oil & Gas Equipment & Services — — (4)
Total New IPT, Inc.
+Added: 1,006 1,006 786
Northern Star Industries Inc.
First Lien Term Loan, LIBOR+4.75% cash due 3/31/2025 5.75 % Electrical Components & Equipment 6,825 6,803 6,518
+Added: Northwest Fiber, LLC First Lien Term Loan, LIBOR+5.50% cash due 4/30/2027 5.66 % Integrated Telecommunication Services 2,400 2,314 2,403
Novetta Solutions, LLC First Lien Term Loan, LIBOR+5.00% cash due 10/17/2022 6.00 % Application Software 5,931 5,909 5,827
−Removed: OCI Beaumont LLC First Lien Term Loan, LIBOR+4.00% cash due 3/13/2025 6.10 % Commodity chemicals 7,880 7,872 7,890
OEConnection LLC First Lien Term Loan, LIBOR+4.00% cash due 9/25/2026 4.15 % Application Software 7,455 7,418 7,371
−Removed: First Lien Delayed Draw Term Loan, LIBOR+4.00% cash due 9/24/2026 Application software — (3) (1) (5)
+Added: OEConnection LLC First Lien Delayed Draw Term Loan, LIBOR+4.00% cash due 9/25/2026 Application Software — (2) (5) (5)
Total OEConnection LLC 7,455 7,416 7,366
−Removed: Red Ventures, LLC First Lien Term Loan, LIBOR+3.00% cash due 11/8/2024 5.04 % Interactive media & services 3,990 3,971 4,011
+Added: Olaplex, Inc.
+Added: First Lien Term Loan, LIBOR+6.50% cash due 1/8/2026 7.50 % Personal Products 4,938 4,851 4,938 (4)
+Added: Olaplex, Inc.
+Added: First Lien Revolver, LIBOR+6.50% cash due 1/8/2025 7.50 % Personal Products 270 261 270 (4)(5)
+Added: Total Olaplex, Inc.
+Added: 5,208 5,112 5,208
+Added: PetVet Care Centers, LLC First Lien Term Loan, LIBOR+4.25% cash due 2/14/2025 5.25 % Specialized Consumer Services 2,743 2,736 2,747
+Added: PG&E Corporation First Lien Term Loan, LIBOR+4.50% cash due 6/23/2025 5.50 % Electric Utilities 5,985 5,899 5,875
+Added: Recorded Books, Inc.
+Added: First Lien Term Loan, LIBOR+4.25% cash due 8/31/2025 4.75 % Publishing 6,000 5,940 5,940
+Added: Sabert Corporation First Lien Term Loan, LIBOR+4.50% cash due 12/10/2026 5.50 % Metal & Glass Containers 2,828 2,800 2,791
Salient CRGT, Inc.
First Lien Term Loan, LIBOR+6.50% cash due 2/28/2022 7.50 % Aerospace & Defense 2,111 2,099 1,963 (4)
−Removed: Scientific Games International, Inc.
−Removed: First Lien Term Loan, LIBOR+2.75% cash due 8/14/2024 4.79 % Casinos & gaming 6,516 6,491 6,470
−Removed: SHO Holding I Corporation First Lien Term Loan, LIBOR+5.00% cash due 10/27/2022 7.26 % Footwear 8,420 8,403 7,999
−Removed: Signify Health, LLC First Lien Term Loan, LIBOR+4.50% cash due 12/23/2024 6.60 % Healthcare services 9,850 9,775 9,838
+Added: SHO Holding I Corporation First Lien Term Loan, LIBOR+3.00% cash PIK 2.25% due 4/27/2024 4.00 % Footwear 8,396 8,380 5,898
+Added: Signify Health, LLC First Lien Term Loan, LIBOR+4.50% cash due 12/23/2024 5.50 % Health Care Services 9,750 9,690 9,409
Sirva Worldwide, Inc.
First Lien Term Loan, LIBOR+5.50% cash due 8/4/2025 5.65 % Diversified Support Services 4,781 4,709 3,992
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
+Added: Star US Bidco LLC First Lien Term Loan, LIBOR+4.25% cash due 3/17/2027 5.25 % Industrial Machinery $ 3,718 $ 3,532 $ 3,551
Sunshine Luxembourg VII SARL First Lien Term Loan, LIBOR+4.25% cash due 10/1/2026 5.25 % Personal Products 7,940 7,900 7,911
−Removed: Thruline Marketing, Inc.
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 4/3/2022 9.10 % Advertising 1,854 1,851 1,854 (4)
−Removed: 927 Class A Units in FS AVI Holdco, LLC Advertising 1,088 658 (4)
−Removed: Total Thruline Marketing, Inc.
−Removed: Triple Royalty Sub LLC Fixed Rate Bond 144A 9.0% Toggle PIK cash due 4/15/2033 Pharmaceuticals 5,000 5,000 5,175
+Added: Supermoose Borrower, LLC First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025 3.90 % Application Software 4,888 4,575 4,407 (4)
+Added: Surgery Center Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+3.25% cash due 9/3/2024 4.25 % Health Care Facilities 4,962 4,943 4,691 (4)
Uber Technologies, Inc.
1 unchanged sentence
UFC Holdings, LLC First Lien Term Loan, LIBOR+3.25% cash due 4/29/2026 4.25 % Movies & Entertainment 2,856 2,816 2,814
−Removed: Uniti Group LP First Lien Term Loan, LIBOR+5.00% cash due 10/24/2022 7.04 % Specialized REITs 6,401 6,221 6,256 (4)
−Removed: Valeant Pharmaceuticals International Inc.
−Removed: First Lien Term Loan, LIBOR+2.75% cash due 11/27/2025 4.79 % Pharmaceuticals 1,772 1,764 1,778
Veritas US Inc.
First Lien Term Loan, LIBOR+5.50% cash due 9/1/2025 6.50 % Application Software 6,500 6,371 6,375
−Removed: Verra Mobility, Corp.
+Added: Verscend Holding Corp.
+Added: First Lien Term Loan, LIBOR+4.50% cash due 8/27/2025 4.65 % Health Care Technology 4,112 4,080 4,084 (4)
+Added: VM Consolidated, Inc.
First Lien Term Loan, LIBOR+3.25% cash due 2/28/2025 3.40 % Data Processing & Outsourced Services 10,487 10,495 10,291
+Added: Windstream Services II, LLC First Lien Term Loan, LIBOR+6.25% cash due 9/21/2027 7.25 % Integrated Telecommunication Services 7,980 7,662 7,744 (4)
WP CPP Holdings, LLC Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026 8.75 % Aerospace & Defense 6,000 5,956 4,680 (4)
−Removed: $ 340,960 $ 347,985 $ 345,032
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: Total Portfolio Investments $ 307,579 $ 311,428 $ 298,771
(1) Represents the interest rate as of September 30, 2020.
12 unchanged sentences
A negative fair value may result from the unfunded commitment being valued below par.
−Removed: Both the cost and fair value of the Company's debt investment in SLF JV I were $96.3 million as of each of September 30, 2020 and September 30, 2019.
−Removed: The Company earned interest income of $8.1 million, $9.8 million and $11.2 million (including $3.1 million of PIK interest) on its debt investment in the SLF JV I for the years ended September 30, 2020, 2019 and 2018, respectively.
−Removed: The Company's debt investment in SLF JV I bears interest at a rate of one-month LIBOR plus 7.0% per annum and matures on December 29, 2028.
+Added: (6) This investment was on cash non-accrual status as of September 30, 2020.
+Added: Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
+Added: Both the cost and fair value of the Company's SLF JV I Notes were $96.3 million as of each of September 30, 2021 and September 30, 2020.
+Added: The Company earned interest income of $7.4 million, $8.1 million and $9.8 million on the SLF JV I Notes for the years ended September 30, 2021, 2020 and 2019, respectively.
+Added: As of September 30, 2021, the SLF JV I Notes bore interest at a rate of one-month LIBOR plus 7.00% per annum with a LIBOR floor of 1.00% and will mature on December 29, 2028.
The cost and fair value of the LLC equity interests in SLF JV I held by the Company were $49.3 million and $37.7 million, respectively, as of September 30, 2021, and $49.3 million and $21.2 million, respectively, as of September 30, 2020.
+Added: The Company earned $0.9 million in dividend income for the year ended September 30, 2021 with respect to its investment in the LLC equity interests of SLF JV I.
The Company did not earn dividend income for the years ended September 30, 2020 and 2019 with respect to its investment in the LLC equity interests of SLF JV I.
−Removed: The Company earned dividend income of $1.6 million for the year ended September 30, 2018 with respect to its LLC equity interests of SLF JV I.
The LLC equity interests of SLF JV I are generally dividend producing to the extent SLF JV I has residual cash to be distributed on a quarterly basis.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Below is certain summarized financial information for SLF JV I as of September 30, 2021 and September 30, 2020 and for the years ended September 30, 2021, 2020 and 2019:
9 unchanged sentences
Senior credit facility payable $ 215,620 $ 167,910
−Removed: Debt securities payable at fair value (proceeds September 30, 2020:
+Added: SLF JV I Notes payable at fair value (proceeds September 30, 2021:
proceeds September 30, 2020:
9 unchanged sentences
Total investment income 20,583 20,146 22,880
−Removed: Interest expense 16,637 19,858 20,713
+Added: Senior credit facility interest expense 5,706 7,432 8,705
+Added: SLF JV I Notes interest expense 8,444 9,205 11,153
Other expenses 260 244 358
4 unchanged sentences
(1) There are no management fees or incentive fees charged at SLF JV I.
−Removed: SLF JV I has elected to fair value the debt securities issued to the Company and Kemper under FASB ASC Topic 825, Financial Instruments - Fair Value Option .
−Removed: The debt securities are valued based on the total assets less the total liabilities senior to the subordinated notes of SLF JV I in an amount not exceeding par under the EV technique.
+Added: SLF JV I has elected to fair value the SLF JV I Notes issued to the Company and Kemper under FASB ASC Topic 825, Financial Instruments - Fair Value Option .
+Added: The SLF JV I Notes are valued based on the total assets less the total liabilities senior to the SLF JV I Notes in an amount not exceeding par under the EV technique.
+Added: During the year ended September 30, 2021, the Company sold $48.0 million of senior secured debt investments to SLF JV I for $47.2 million cash consideration, which represented the fair value at the time of sale.
+Added: A gain of $2.5 million was recognized by the Company on these transactions.
During the year ended September 30, 2020, the Company did not sell any debt investments to SLF JV I.
1 unchanged sentence
A loss of $0.1 million was recognized by the Company on these transactions.
−Removed: During the year ended September 30, 2018, the Company sold $8.0 million of senior secured debt investments to SLF JV I at fair value in exchange for $8.0 million cash consideration.
−Removed: No gain or loss was recognized by the Company on these transactions.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: OCSI Glick JV LLC
+Added: On March 19, 2021, as a result of the consummation of the Mergers, the Company became party to the LLC agreement of Glick JV.
+Added: The Glick JV invests primarily in senior secured loans of middle-market companies.
+Added: The Company co-invests in these securities with GF Equity Funding through the Glick JV.
+Added: The Glick JV is managed by a four person Board of Directors, two of whom are selected by the Company and two of whom are selected by GF Equity Funding.
+Added: The Glick JV is capitalized as transactions are completed, and portfolio decisions and investment decisions in respect of the Glick JV must be approved by the Glick JV investment committee, which consists of one representative selected by the Company and one representative selected by GF Equity Funding (with approval from a representative of each required).
+Added: Since the Company does not have a controlling financial interest in the Glick JV, the Company does not consolidate the Glick JV.
+Added: The members provide capital to the Glick JV in exchange for LLC equity interests, and the Company and GF Debt Funding 2014 LLC ("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 (the "Glick JV Notes").
+Added: As of September 30, 2021, the Company and GF Equity Funding owned 87.5% and 12.5%, respectively, of the outstanding LLC equity interests, and the Company and GF Debt Funding owned 87.5% and 12.5%, respectively, of the Glick JV Notes.
+Added: The Glick JV is not an "eligible portfolio company" as defined in section 2(a)(46) of the Investment Company Act.
+Added: The Glick JV has a senior revolving credit facility with Deutsche Bank AG, New York Branch (the "Glick JV Deutsche Bank Facility"), which, as of September 30, 2021, had a reinvestment period end date and maturity date of May 3, 2023 and May 3, 2028, respectively, and permitted borrowings of up to $90.0 million (subject to borrowing base and other limitations).
+Added: Borrowings under the Glick JV Deutsche Bank Facility are secured by all of the assets of the Glick JV and all of the equity interests in the Glick JV and, as of September 30, 2021, bore interest at a rate equal to 3-month LIBOR plus 2.25% per annum during the reinvestment period, 3-month LIBOR plus 2.40% for the first year after the end of the reinvestment period, 3-month LIBOR plus 2.50% for the following year and 2.75% thereafter, in each case with a 0.125% LIBOR floor.
+Added: Under the Glick JV Deutsche Bank Facility, $71.9 million of borrowings were outstanding as of September 30, 2021.
+Added: As of September 30, 2021, the Glick JV had total assets of $141.0 million.
+Added: The Glick JV's portfolio consisted of middle-market and other corporate debt securities of 37 portfolio companies as of September 30, 2021.
+Added: The portfolio companies in the Glick JV are in industries similar to those in which the Company may invest directly.
+Added: The Company's investment in the Glick JV consisted of LLC equity interests and Glick JV Notes of $55.6 million in the aggregate at fair value as of September 30, 2021.
+Added: The Glick JV Notes are junior in right of payment to the repayment of temporary contributions made by the Company 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.
+Added: As of September 30, 2021, the Glick JV had total capital commitments of $100.0 million, $87.5 million of which was from the Company and the remaining $12.5 million of which was from GF Equity Funding and GF Debt Funding.
+Added: Approximately $84.0 million in aggregate commitments were funded as of September 30, 2021, of which $73.5 million was from the Company.
+Added: As of September 30, 2021, the Company had commitments to fund Glick JV Notes of $78.8 million, of which $12.4 million were unfunded as of such date.
+Added: As of September 30, 2021, the Company had commitments to fund LLC equity interests in the Glick JV of $8.7 million, of which $1.6 million were unfunded.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: Below is a summary of the Glick JV's portfolio, followed by a listing of the individual loans in the Glick JV's portfolio as of September 30, 2021:
+Added: September 30, 2021
+Added: Senior secured loans (1) $126,512
+Added: Weighted average current interest rate on senior secured loans (2) 5.86%
+Added: Number of borrowers in the Glick JV 37
+Added: Largest loan exposure to a single borrower (1) $6,907
+Added: Total of five largest loan exposures to borrowers (1) $28,324
+Added: (1) At principal amount.
+Added: (2) Computed using the weighted average annual interest rate on accruing senior secured loans at fair value.
+Added: Glick JV Portfolio as of September 30, 2021
+Added: Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
+Added: ADB Companies, LLC First Lien Term Loan, LIBOR+6.25% cash due 12/18/2025 7.25% Construction & Engineering $ 3,866 $ 3,783 $ 3,822 (4)
+Added: Alvogen Pharma US, Inc.
+Added: First Lien Term Loan, LIBOR+5.25% cash due 12/31/2023 6.25% Pharmaceuticals 6,907 6,780 6,687 (4)
+Added: Amplify Finco Pty Ltd.
+Added: First Lien Term Loan, LIBOR+4.25% cash due 11/26/2026 5.00% Movies & Entertainment 2,955 2,925 2,880 (4)
+Added: Anastasia Parent, LLC First Lien Term Loan, LIBOR+3.75% cash due 8/11/2025 3.88% Personal Products 1,667 1,310 1,416
+Added: Asurion, LLC Second Lien Term Loan, LIBOR+5.25% cash due 1/20/2029 5.33% Property & Casualty Insurance 3,000 2,970 2,990
+Added: Aurora Lux Finco S.À.R.L.
+Added: First Lien Term Loan, LIBOR+6.00% cash due 12/24/2026 7.00% Airport Services 3,694 3,625 3,476 (4)
+Added: BAART Programs, Inc.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 6/11/2027 6.00% Health Care Services 3,192 3,160 3,184
+Added: BAART Programs, Inc.
+Added: First Lien Delayed Draw Term Loan, LIBOR+5.00% cash due 6/11/2027 6.00% Health Care Services 240 232 238 (5)
+Added: Total BAART Programs, Inc.
+Added: 3,432 3,392 3,422
+Added: Brazos Delaware II, LLC First Lien Term Loan, LIBOR+4.00% cash due 5/21/2025 4.08% Oil & Gas Equipment & Services 4,835 4,823 4,772
+Added: CITGO Petroleum Corp.
+Added: First Lien Term Loan, LIBOR+6.25% cash due 3/28/2024 7.25% Oil & Gas Refining & Marketing 3,555 3,520 3,567 (4)
+Added: City Football Group Limited First Lien Term Loan, LIBOR+3.50% cash due 7/21/2028 4.00% Movies & Entertainment 2,500 2,488 2,497
+Added: Curium Bidco S.à.r.l.
+Added: First Lien Term Loan, LIBOR+4.00% cash due 7/9/2026 4.13% Biotechnology 4,900 4,863 4,903
+Added: DirecTV Financing, LLC First Lien Term Loan, LIBOR+5.00% cash due 8/2/2027 5.75% Cable & Satellite 3,000 2,970 3,005 (4)
+Added: Enviva Holdings, LP First Lien Term Loan, LIBOR+5.50% cash due 2/17/2026 6.50% Forest Products 3,919 3,879 3,928
+Added: eResearch Technology, Inc.
+Added: First Lien Term Loan, LIBOR+4.50% cash due 2/4/2027 5.50% Application Software 2,469 2,444 2,484
+Added: Gibson Brands, Inc.
+Added: First Lien Term Loan, LIBOR+5.00% cash due 8/11/2028 5.75% Leisure Products 4,000 3,960 3,981
+Added: Houghton Mifflin Harcourt Publishers Inc.
+Added: First Lien Term Loan, LIBOR+6.25% cash due 11/22/2024 7.25% Education Services 431 420 433 (4)
+Added: Indivior Finance S.À.R.L.
+Added: First Lien Term Loan, LIBOR+5.25% cash due 6/30/2026 6.00% Pharmaceuticals 3,990 3,913 3,977
+Added: Integro Parent, Inc.
+Added: First Lien Term Loan, LIBOR+5.75% cash due 10/31/2022 6.75% Insurance Brokers 3,229 3,221 3,173
+Added: Intelsat Jackson Holdings S.A.
+Added: First Lien Term Loan, LIBOR+4.75% cash due 7/13/2022 5.75% Alternative Carriers 4,167 4,112 4,203
+Added: Intelsat Jackson Holdings S.A.
+Added: First Lien Delayed Draw Term Loan, LIBOR+4.75% cash due 7/13/2022 Alternative Carriers — (11) 7 (5)
+Added: Total Intelsat Jackson Holdings S.A.
+Added: 4,167 4,101 4,210
+Added: INW Manufacturing, LLC First Lien Term Loan, LIBOR+5.75% cash due 5/7/2027 6.50% Personal Products 2,469 2,399 2,419 (4)
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: Portfolio Company Investment Type Cash Interest Rate (1)(2) Industry Principal Cost Fair Value (3) Notes
+Added: Lightstone Holdco LLC First Lien Term Loan, LIBOR+3.75% cash due 1/30/2024 4.75% Electric Utilities $ 3,439 $ 3,115 $ 2,855
+Added: LTI Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+3.50% cash due 9/6/2025 3.58% Electronic Components 1,372 1,147 1,356
+Added: MRI Software LLC First Lien Term Loan, LIBOR+5.50% cash due 2/10/2026 6.50% Application Software 1,635 1,621 1,634 (4)
+Added: MRI Software LLC First Lien Delayed Draw Term Loan, LIBOR+5.50% cash due 2/10/2026 Application Software — (1) — (4)(5)
+Added: MRI Software LLC First Lien Revolver, LIBOR+5.50% cash due 2/10/2026 Application Software — (1) — (4)(5)
+Added: Total MRI Software LLC 1,635 1,619 1,634
+Added: Northern Star Industries Inc.
+Added: First Lien Term Loan, LIBOR+4.50% cash due 3/31/2025 5.50% Electrical Components & Equipment 5,308 5,294 5,294
+Added: OEConnection LLC First Lien Term Loan, LIBOR+4.00% cash due 9/25/2026 4.08% Application Software 3,926 3,908 3,921 (4)
+Added: Olaplex, Inc.
+Added: First Lien Term Loan, LIBOR+6.25% cash due 1/8/2026 7.25% Personal Products 3,502 3,454 3,475 (4)
+Added: Olaplex, Inc.
+Added: First Lien Revolver, LIBOR+6.25% cash due 1/8/2025 Personal Products — (4) (5) (4)(5)
+Added: Total Olaplex, Inc.
+Added: 3,502 3,450 3,470
+Added: Planview Parent, Inc.
+Added: Second Lien Term Loan, LIBOR+7.25% cash due 12/18/2028 8.00% Application Software 2,842 2,799 2,849 (4)
+Added: Pluralsight, LLC First Lien Term Loan, LIBOR+8.00% cash due 4/6/2027 9.00% Application Software 4,465 4,383 4,380 (4)
+Added: Pluralsight, LLC First Lien Revolver, LIBOR+8.00% cash due 4/6/2027 Application Software — (6) (6) (4)(5)
+Added: Total Pluralsight, LLC 4,465 4,377 4,374
+Added: Sabert Corporation First Lien Term Loan, LIBOR+4.50% cash due 12/10/2026 5.50% Metal & Glass Containers 1,819 1,800 1,825 (4)
+Added: SHO Holding I Corporation First Lien Term Loan, LIBOR+5.25% cash due 4/27/2024 6.25% Footwear 6,159 6,140 5,851
+Added: SHO Holding I Corporation First Lien Term Loan, LIBOR+5.23% cash due 4/27/2024 6.23% Footwear 102 102 97
+Added: Total SHO Holding I Corporation 6,261 6,242 5,948
+Added: Supermoose Borrower, LLC First Lien Term Loan, LIBOR+3.75% cash due 8/29/2025 3.88% Application Software 2,850 2,703 2,657 (4)
+Added: Surgery Center Holdings, Inc.
+Added: First Lien Term Loan, LIBOR+3.75% cash due 8/31/2026 4.50% Health Care Facilities 4,911 4,895 4,925
+Added: Tribe Buyer LLC First Lien Term Loan, LIBOR+4.50% cash due 2/16/2024 5.50% Human Resource & Employment Services 1,599 1,598 1,354
+Added: Verscend Holding Corp.
+Added: First Lien Term Loan, LIBOR+4.00% cash due 8/27/2025 4.08% Health Care Technology 1,721 1,709 1,725
+Added: Waystar Technologies, Inc.
+Added: First Lien Term Loan, LIBOR+4.00% cash due 10/22/2026 4.08% Health Care Technology 3,940 3,920 3,947
+Added: Windstream Services II, LLC First Lien Term Loan, LIBOR+6.25% cash due 9/21/2027 7.25% Integrated Telecommunication Services 4,937 4,768 4,967 (4)
+Added: WP CPP Holdings, LLC Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026 8.75% Aerospace & Defense 3,000 2,982 2,965 (4)
+Added: Total Portfolio Investments
+Added: $ 126,512 $ 124,112 $ 124,108
+Added: (1) Represents the interest rate as of September 30, 2021.
+Added: All interest rates are payable in cash, unless otherwise noted.
+Added: (2) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option.
+Added: The borrower may also elect to have multiple interest reset periods for each loan.
+Added: For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end.
+Added: All LIBOR shown above is in U.S.
+Added: As of September 30, 2021, the reference rates for the Glick JV's variable rate loans were the 30-day LIBOR at 0.08%, the 60-day LIBOR at 0.11%, the 90-day LIBOR at 0.13%, the 180-day LIBOR at 0.16% and the 360-day LIBOR at 0.24%.
+Added: Most loans include an interest floor, which generally ranges from 0% to 1%.
+Added: (3) Represents the current determination of fair value as of September 30, 2021 utilizing a similar technique as the Company in accordance with ASC 820.
+Added: However, the determination of such fair value is not included in the Company's Board of Directors' valuation process described elsewhere herein.
+Added: (4) This investment was held by both the Company and the Glick JV as of September 30, 2021.
+Added: (5) Investment had undrawn commitments.
+Added: Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis.
+Added: A negative fair value may result from the unfunded commitment being valued below par.
+Added: The cost and fair value of the Company's aggregate investment in the Glick JV was $50.7 million and $55.6 million, respectively, as of September 30, 2021.
+Added: For the period from March 19, 2021 to September 30, 2021, the Company's investment in the Glick JV Notes earned interest income of $2.4 million.
+Added: The Company did not earn any dividend income for the period from March 19, 2021 to September 30, 2021 with respect to its investment in the LLC equity interests of the Glick JV.
+Added: The LLC equity interests of the Glick JV are income producing to the extent there is residual cash to be distributed on a quarterly basis.
+Added: As of September 30, 2021, the Glick JV Notes bore interest at a rate of one-month LIBOR plus 4.50% per annum and will mature on October 20, 2028.
+Added: Below is certain summarized financial information for the Glick JV as of September 30, 2021 and for the period from March 19, 2021 to September 30, 2021:
+Added: September 30, 2021
+Added: Selected Balance Sheet Information:
+Added: Investments at fair value (cost September 30, 2021:
+Added: $124,112) $ 124,108
+Added: Cash and cash equivalents 14,087
+Added: Restricted cash 1,055
+Added: Other assets 1,750
+Added: Total assets $ 141,000
+Added: Senior credit facility payable $ 71,882
+Added: Glick JV Notes payable at fair value (proceeds September 30, 2021:
+Added: $70,525) 63,522
+Added: Other liabilities 5,596
+Added: Total liabilities $ 141,000
+Added: Members' equity —
+Added: Total liabilities and members' equity $ 141,000
+Added: For the period from March 19, 2021 to September 30, 2021
+Added: Selected Statements of Operations Information:
+Added: Interest income $ 4,643
+Added: Fee income 67
+Added: Total investment income 4,710
+Added: Senior credit facility interest expense 1,157
+Added: Glick JV Notes interest expense 1,780
+Added: Other expenses 95
+Added: Total expenses (1) 3,032
+Added: Net unrealized appreciation (depreciation) (1,710)
+Added: Realized gain (loss) 32
+Added: Net income (loss) $ —
+Added: (1) There are no management fees or incentive fees charged at the Glick JV.
+Added: The Glick JV has elected to fair value the Glick JV Notes issued to the Company and GF Debt Funding under FASB ASC Topic 825, Financial Instruments - Fair Value Option .
+Added: The Glick JV Notes are valued based on the total assets less the liabilities senior to the Glick JV Notes in an amount not exceeding par under the EV technique.
+Added: During the period from March 19, 2021 to September 30, 2021, the Company did not sell any debt investments to the Glick JV.
For the years ended September 30, 2021, 2020 and 2019, the Company recorded total fee income of $14.1 million, $8.5 million and $6.7 million, respectively, of which $0.6 million, $0.7 million and $0.6 million, respectively, was recurring in nature.
+Added: Recurring fee income primarily consisted of servicing fees and exit fees.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Share Data and Net Assets
11 unchanged sentences
Earnings (loss) per common share — basic and diluted $ 1.46 $ 0.28 $ 0.89
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Changes in Net Assets
5 unchanged sentences
Net realized gains (losses) — — — 20,805 20,805
−Removed: Provision for income tax (expense) benefit — — — (622) (622)
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) — — — (1,011) (1,011)
Distributions to stockholders — — — (53,565) (53,565)
−Removed: Tax return of capital — — (17,685) — (17,685)
Reclassification of additional paid-in capital — — (4,965) 4,965 —
5 unchanged sentences
Net realized gains (losses) — — — (13,924) (13,924)
−Removed: Provision for income tax (expense) benefit — — — (1,011) (1,011)
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) — — — 1,770 1,770
Distributions to stockholders — — — (54,975) (54,975)
−Removed: Reclassification of additional paid-in capital — — (4,965) 4,965 —
Issuance of common stock under dividend reinvestment plan 435 4 1,874 — 1,878
4 unchanged sentences
Net realized gains (losses) — — — 26,420 26,420
−Removed: Provision for income tax (expense) benefit — — — 1,770 1,770
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) — — — (785) (785)
Distributions to stockholders — — — (82,020) (82,020)
+Added: Reclassification of additional paid-in capital — — 74,271 (74,271) —
+Added: Issuance of common stock in connection with the Mergers 39,400 395 242,309 — 242,704
Issuance of common stock under dividend reinvestment plan 338 3 2,167 — 2,170
1 unchanged sentence
Balance at September 30, 2021 180,361 $ 1,804 $ 1,804,354 $ (493,335) $ 1,312,823
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
Distributions
2 unchanged sentences
Net realized capital gains, if any, may be distributed to stockholders or retained for reinvestment.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash.
2 unchanged sentences
If the Company’s shares are trading at a discount to net asset value, the Company typically purchases shares in the open market in connection with the Company’s obligations under the DRIP.
−Removed: For income tax purposes, the Company estimates that its distributions for the 2020 calendar year will be composed primarily of ordinary income.
+Added: federal income tax purposes, the Company estimates its distributions for the 2021 calendar year will be composed primarily of ordinary income.
The character of such distributions will be appropriately reported to the Internal Revenue Service and stockholders for the 2020 calendar year.
−Removed: To the extent the Company’s taxable earnings for a fiscal and taxable year fall below the amount of distributions paid for the fiscal and taxable year, a portion of the total amount of the Company’s distributions for the fiscal and taxable year is deemed a return of capital for tax purposes to the Company’s stockholders.
−Removed: For the year ended September 30, 2020, no portion of the distributions were deemed a return of capital for tax purposes.
+Added: To the extent the Company’s taxable earnings for a fiscal and taxable year fall below the amount of distributions paid for the fiscal and taxable year, a portion of the total amount of the Company’s distributions for the fiscal and taxable year is deemed a return of capital for U.S.
+Added: federal income tax purposes to the Company’s stockholders.
+Added: For the year ended September 30, 2021, no portion of the distributions was deemed a return of capital for tax purposes.
The following table reflects the distributions per share that the Company has paid, including shares issued under the DRIP, on its common stock during the years ended September 30, 2021, 2020 and 2019:
13 unchanged sentences
November 12, 2019 December 13, 2019 December 31, 2019 $ 0.095 $ 12.9 million 87,747 $ 0.5 million
−Removed: February 1, 2019 March 15, 2019 March 29, 2019 0.095 13.1 million 59,603 0.3 million
−Removed: May 3, 2019 June 14, 2019 June 28, 2019 0.095 13.1 million 61,093 0.3 million
−Removed: August 2, 2019 September 13, 2019 September 30, 2019 0.095 13.1 million 61,205 0.3 million
+Added: January 31, 2020 March 13, 2020 March 31, 2020 0.095 12.9 million 157,523 0.5 million
+Added: April 30, 2020 June 15, 2020 June 30, 2020 0.095 13.0 million 87,351 0.4 million
+Added: July 31, 2020 September 15, 2020 September 30, 2020 0.105 14.3 million 102,404 0.5 million
Total for the year ended September 30, 2020 $ 0.390 $ 53.1 million 435,025 $ 1.9 million
3 unchanged sentences
Issued (1) DRIP Shares
−Removed: August 7, 2017 December 15, 2017 December 29, 2017 $ 0.125 $ 17.3 million 58,456 $ 0.3 million
+Added: November 19, 2018 December 17, 2018 December 28, 2018 $ 0.095 $ 13.0 million 87,429 $ 0.4 million
February 1, 2019 March 15, 2019 March 29, 2019 0.095 13.1 million 59,603 0.3 million
3 unchanged sentences
(1) Shares were purchased on the open market and distributed.
−Removed: (2) Amounts may not sum due to rounding.
−Removed: Common Stock Offering
−Removed: There were no common stock offerings during the years ended September 30, 2020, 2019 and 2018.
+Added: (2) Rounded balance may not sum to the total.
+Added: Common Stock Issuances
+Added: On March 19, 2021, in connection with the Mergers, the Company issued an aggregate of 39,400,011 shares of common stock to former OCSI stockholders.
+Added: There were no other common stock issuances during the years ended September 30, 2021, 2020 and 2019.
+Added: Syndicated Facility
+Added: On November 30, 2017, the Company entered into a senior secured revolving credit facility (as amended and restated, the “Syndicated Facility”) pursuant to a Senior Secured Revolving Credit Agreement with the lenders party thereto, ING Capital
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: Credit Facility
−Removed: On November 30, 2017, the Company entered into a senior secured revolving credit facility (as amended and restated, the “Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement with the lenders party thereto, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A.
−Removed: and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A.
+Added: LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A., BofA Securities, Inc.
+Added: and MUFG Union Bank, N.A.
+Added: as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A.
and Bank of America, N.A., as syndication agents.
−Removed: The Credit Facility provides that the Company may use the proceeds of the loans and issuances of letters of credit under the Credit Facility for general corporate purposes, including acquiring and funding leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other investments.
−Removed: The Credit Facility further allows the Company to request letters of credit from ING Capital LLC, as the issuing bank.
−Removed: As of September 30, 2020, (i) the size of the Credit Facility was $700 million (with an “accordion” feature that permits the Company, under certain circumstances, to increase the size of the facility to up to the greater of $800 million and the Company’s net worth (as defined in the Credit Facility) on the date of such increase), (ii) the period during which the Company may make drawings will expire on February 25, 2023 and the maturity date is February 25, 2024 and (iii) the interest rate margin for (a) LIBOR loans (which may be 1-, 2-, 3- or 6-month, at the Company’s option) was 2.00% (which can be increased up to 2.25%) and (b) alternate base rate loans was 1.00% (which can be increased up to 1.25%);
−Removed: provided that the interest margin will increase to 2.75% and 1.75% for LIBOR loans and alternative base rate loans, respectively, if the Company’s stockholders’ equity is below $700 million, each depending on the Company’s senior debt coverage ratio.
−Removed: The Credit Facility is secured by substantially all of the Company’s assets (excluding, among other things, investments held in and by certain subsidiaries of the Company or investments in certain portfolio companies of the Company) and guaranteed by certain subsidiaries of the Company.
−Removed: As of September 30, 2020, except for assets that were held by certain immaterial subsidiaries, substantially all of the Company's assets are pledged as collateral under the Credit Facility.
−Removed: The Credit Facility requires the Company to, among other things, (i) make representations and warranties regarding the collateral as well as each of the Company’s portfolio companies’ businesses, (ii) agree to certain indemnification obligations, and (iii) comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including covenants related to:
+Added: The Syndicated Facility provides that the Company may use the proceeds of the loans and issuances of letters of credit under the Syndicated Facility for general corporate purposes, including acquiring and funding leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other investments.
+Added: The Syndicated Facility further allows the Company to request letters of credit from ING Capital LLC, as the issuing bank.
+Added: On October 28, 2020, the Company entered into an incremental commitment and assumption agreement in connection with the Company’s exercise of $75 million of the accordion feature under the Syndicated Facility.
+Added: On December 28, 2020, the Company entered into an incremental commitment agreement pursuant to which a lender under the Syndicated Facility increased its commitment amount under the Syndicated Facility by $25 million.
+Added: On May 4, 2021, the Company amended the Syndicated Credit Facility to, among other things, increase the size of the facility by $150 million (and increase the “accordion” feature to permit the Company, under certain circumstances, to increase the size of the facility to up to the greater of $1.25 billion and the Company’s net worth, as defined in the facility).
+Added: As a result of such agreements, as of September 30, 2021, the size of the Syndicated Facility was $950 million.
+Added: As of September 30, 2021, (i) the period during which the Company may make drawings will expire on May 4, 2025 and the maturity date is May 4, 2026 and (ii) the interest rate margin for (a) LIBOR loans (which may be 1-, 2-, 3- or 6-month, at the Company’s option) was 2.00% and (b) alternate base rate loans was 1.00%.
+Added: The Syndicated Facility is secured by substantially all of the Company’s assets (excluding, among other things, investments held in and by certain subsidiaries of the Company (including OCSL Senior Funding II LLC) or investments in certain portfolio companies of the Company) and guaranteed by certain subsidiaries of the Company.
+Added: As of September 30, 2021, except for assets that were held by OCSL Senior Funding II LLC and certain immaterial subsidiaries, substantially all of the Company's assets are pledged as collateral under the Syndicated Facility.
+Added: The Syndicated Facility requires the Company to, among other things, (i) make representations and warranties regarding the collateral as well as each of the Company’s portfolio companies’ businesses, (ii) agree to certain indemnification obligations, and (iii) comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including covenants related to:
(A) limitations on the incurrence of additional indebtedness and liens, (B) limitations on certain investments, (C) limitations on certain asset transfers and restricted payments, (D) maintaining a certain minimum stockholders’ equity, (E) maintaining a ratio of total assets (less total liabilities) to total indebtedness, of the Company and its subsidiaries (subject to certain exceptions), of not less than 1.50 to 1.00, (F) maintaining a ratio of consolidated EBITDA to consolidated interest expense, of the Company and its subsidiaries (subject to certain exceptions), of not less than 2.25 to 1.00, (G) maintaining a minimum liquidity and net worth, and (H) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries.
−Removed: The Credit Facility also includes usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and the failure by the Company to materially perform under the agreements governing the facility, which, if not complied with, could accelerate repayment under the facility.
−Removed: As of September 30, 2020, the Company was in compliance with all financial covenants under the Credit Facility.
−Removed: In addition to the asset coverage ratio described above, borrowings under the Credit Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that will apply different advance rates to different types of assets in the Company’s portfolio.
−Removed: Each loan or letter of credit originated or assumed under the Credit Facility is subject to the satisfaction of certain conditions.
−Removed: As of September 30, 2020 and September 30, 2019, the Company had $414.8 million and $314.8 million of borrowings outstanding under the Credit Facility, respectively, which had a fair value of $414.8 million and $314.8 million, respectively.
−Removed: The Company's borrowings under the Credit Facility bore interest at a weighted average interest rate of 3.028% and 4.550% for the years ended September 30, 2020 and 2019, respectively.
−Removed: The Company's borrowings under the Credit Facility bore interest at a weighted average interest rate of 4.254% for the period from November 30, 2017 to September 30, 2018.
−Removed: The Company’s borrowings under the Prior ING Facility (as defined below) bore interest at a weighted average interest rate of 3.705% for the period from October 1, 2017 to November 30, 2017.
−Removed: For the years ended September 30, 2020, 2019 and 2018, the Company recorded interest expense (inclusive of fees) of $14.9 million, $17.1 million and $11.6 million, respectively, related to the Credit Facility.
−Removed: From May 27, 2010 through November 30, 2017, the Company was party to a secured syndicated revolving credit facility with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent (as amended, the “Prior ING Facility”).
−Removed: In connection with the entry into the Credit Facility, the Company repaid all outstanding borrowings under the Prior ING Facility following which the Prior ING Facility was terminated.
−Removed: Obligations under the Prior ING Facility would have
+Added: The Syndicated Facility also includes usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and the failure by the Company to materially perform under the agreements governing the facility, which, if not complied with, could accelerate repayment under the facility.
+Added: As of September 30, 2021, the Company was in compliance with all financial covenants under the Syndicated Facility.
+Added: In addition to the asset coverage ratio described above, borrowings under the Syndicated Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that will apply different advance rates to different types of assets in the Company’s portfolio.
+Added: Each loan or letter of credit originated or assumed under the Syndicated Facility is subject to the satisfaction of certain conditions.
+Added: As of September 30, 2021 and September 30, 2020, the Company had $495.0 million and $414.8 million of borrowings outstanding under the Syndicated Facility, respectively, which had a fair value of $495.0 million and $414.8 million, respectively.
+Added: The Company's borrowings under the Syndicated Facility bore interest at a weighted average interest rate of 2.197%, 3.028% and 4.550% for the years ended September 30, 2021, 2020 and 2019, respectively.
+Added: For the years ended September 30, 2021, 2020 and 2019, the Company recorded interest expense (inclusive of fees) of $13.8 million, $14.9 million and $17.1 million, respectively, related to the Syndicated Facility.
+Added: Citibank Facility
+Added: On March 19, 2021, as a result of the consummation of the Mergers, the Company became party to a revolving credit facility (as amended and/or restated from time to time, the “Citibank Facility”) with OCSL Senior Funding II LLC (formerly OCSI Senior Funding II LLC), the Company’s wholly-owned, special purpose financing subsidiary, as the borrower, the Company, as collateral manager and seller, each of the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as collateral agent and custodian.
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: otherwise matured on August 6, 2018.
−Removed: During the year ended September 30, 2018, the Company expensed $0.2 million of unamortized deferred financing costs related to the Prior ING Facility.
+Added: As of September 30, 2021, the Company was able to borrow up to $150 million under the Citibank Facility (subject to borrowing base and other limitations).
+Added: As of September 30, 2021, the reinvestment period under the Citibank Facility was scheduled to expire on July 18, 2023 and the maturity date for the Citibank Facility was July 18, 2024.
+Added: As of September 30, 2021, borrowings under the Citibank Facility are subject to certain customary advance rates and accrue interest at a rate equal to LIBOR plus between 1.25% and 2.20% per annum on broadly syndicated loans, subject to observable market depth and pricing, and LIBOR plus 2.25% per annum on all other eligible loans during the reinvestment period.
+Added: In addition, as of September 30, 2021, for the duration of the reinvestment period there is a non-usage fee payable of 0.50% per annum on the undrawn amount under the Citibank Facility.
+Added: The minimum asset coverage ratio applicable to the Company under the Citibank Facility is 150% as determined in accordance with the requirements of the Investment Company Act.
+Added: Borrowings under the Citibank Facility are secured by all of the assets of OCSL Senior Funding II LLC and all of the Company’s equity interests in OCSL Senior Funding II LLC.
+Added: The Company may use the Citibank Facility to fund a portion of its loan origination activities and for general corporate purposes.
+Added: Each loan origination under the Citibank Facility is subject to the satisfaction of certain conditions.
+Added: As of September 30, 2021, the Company had $135.0 million outstanding under the Citibank Facility, which had a fair value of $135.0 million.
+Added: The Company's borrowings under the Citibank Facility bore interest at a weighted average interest rate of 2.086% for the period from March 19, 2021 to September 30, 2021.
+Added: For the period from March 19, 2021 to September 30, 2021, the Company recorded interest expense (inclusive of fees) of $1.9 million related to the Citibank Facility.
+Added: Deutsche Bank Facility
+Added: On March 19, 2021, as a result of the consummation of the Mergers, the Company became party to a loan financing and servicing agreement (as amended, the “Deutsche Bank Facility”) with OCSI Senior Funding Ltd., the Company’s wholly-owned, special purpose financing subsidiary, as borrower, the Company, as equityholder and as servicer, the lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as facility agent, and Wells Fargo Bank, National Association, as collateral agent and as collateral custodian.
+Added: On May 4, 2021, the Company repaid all outstanding borrowings under the Deutsche Bank Facility using borrowings under the Syndicated Credit Facility, following which the Deutsche Bank Facility was terminated.
+Added: For the period from March 19, 2021 to May 4, 2021, the Company’s borrowings under the Deutsche Bank Facility bore interest at a weighted average interest rate of 2.900%.
+Added: For the period from March 19, 2021 to September 30, 2021, the Company recorded interest expense (inclusive of fees) of $0.3 million related to the Deutsche Bank Facility.
On February 25, 2020, the Company issued $300.0 million in aggregate principal amount of the 2025 Notes for net proceeds of $293.8 million after deducting OID of $2.5 million, underwriting commissions and discounts of $3.0 million and offering costs of $0.7 million.
9 unchanged sentences
The 2025 Notes were issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
−Removed: From issuance through September 30, 2020, the Company did not repurchase any of the 2025 Notes in the open market.
+Added: During the year ended September 30, 2021, the Company did not repurchase any of the 2025 Notes in the open market.
The 2025 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act or any successor provisions (but giving effect to any exemptive relief granted to the Company by the U.S.
−Removed: Securities and Exchange Commission ("SEC")), as well as covenants requiring the Company to provide financial information to the holders of the 2025 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
+Added: Securities and Exchange Commission ("SEC")), as well as covenants requiring the Company to provide financial information to
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: the holders of the 2025 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These covenants are subject to limitations and exceptions that are described in the 2025 Notes Indenture.
−Removed: For the year ended September 30, 2020, the Company recorded interest expense (inclusive of fees) of $7.0 million related to the 2025 Notes.
−Removed: As of September 30, 2020, there were $300.0 million of 2025 Notes outstanding, which had a carrying value and fair value of $294.5 million and $301.4 million, respectively.
−Removed: The carrying value represents the aggregate principal amount outstanding less unamortized deferred financing costs and the unaccreted discount recorded upon the issuance of the 2025 Notes.
−Removed: As of September 30, 2020, the total unamortized deferred financing costs and the net unaccreted discount were $3.3 million and $2.2 million, respectively.
−Removed: On February 26, 2014, the Company issued $250.0 million in aggregate principal amount of its 4.875% unsecured notes due 2019 (the "2019 Notes") for net proceeds of $244.4 million after deducting OID of $1.4 million, underwriting commissions and discounts of $3.7 million and offering costs of $0.5 million.
−Removed: The OID on the 2019 Notes was amortized based on the effective interest method over the term of the notes.
−Removed: The 2019 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the third supplemental indenture, dated February 26, 2014, between the Company and the Trustee.
−Removed: Interest on the 2019 Notes was paid semi-annually on March 1 and September 1 at a rate of 4.875% per annum.
−Removed: As of each of September 30, 2020 and September 30, 2019, there were no 2019 Notes outstanding.
−Removed: During the year ended September 30, 2018, the Company repurchased and subsequently canceled $21.2 million of the 2019 Notes.
−Removed: The Company recognized a loss of $0.1 million in connection with such transaction.
−Removed: The 2019 Notes matured on March 1, 2019 and were fully repaid.
−Removed: For the years ended September 30, 2019 and 2018, the Company recorded interest expense of $5.1 million and $12.6 million (inclusive of fees), respectively, related to the 2019 Notes.
+Added: On May 18, 2021, the Company issued $350.0 million in aggregate principal amount of the 2027 Notes for net proceeds of $344.8 million after deducting OID of $1.0 million, underwriting commissions and discounts of $3.5 million and offering costs of $0.7 million.
+Added: The OID on the 2027 Notes is amortized based on the effective interest method over the term of the 2027 Notes.
+Added: The 2027 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the sixth supplemental indenture, dated May 18, 2021 (collectively, the "2027 Notes Indenture"), between the Company and the Trustee.
+Added: The 2027 Notes are the Company's general unsecured obligations that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes.
+Added: The 2027 Notes rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated.
+Added: The 2027 Notes effectively rank junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness.
+Added: The 2027 Notes rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
+Added: Interest on the 2027 Notes is paid semi-annually on January 15 and July 15, beginning on January 15, 2022, at a rate of 2.700% per annum.
+Added: The 2027 Notes mature on January 15, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company's option prior to maturity at par plus a “make-whole” premium, if applicable.
+Added: In addition, holders of the 2027 Notes can require the Company to repurchase the 2027 Notes at 100% of their principal amount upon the occurrence of certain change of control events as described in the 2027 Notes Indenture.
+Added: The 2027 Notes were issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
+Added: During the year ended September 30, 2021, the Company did not repurchase any of the 2027 Notes in the open market.
+Added: The 2027 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act or any successor provisions (but giving effect to any exemptive relief granted to the Company by the SEC), as well as covenants requiring the Company to provide financial information to the holders of the 2027 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act.
+Added: These covenants are subject to limitations and exceptions that are described in the 2027 Notes Indenture.
+Added: In connection with the 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of its liabilities with its investment portfolio, which consists of predominately floating rate loans.
+Added: Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.700% and pays a floating interest rate of the three-month LIBOR plus 1.658% on a notional amount of $350 million.
+Added: The Company designated the interest rate swap as the hedging instrument in an effective hedge accounting relationship.
+Added: See Note 13 for more information regarding the interest rate swaps.
+Added: The below table presents the components of the carrying value of the 2025 Notes and the 2027 Notes as of September 30, 2021:
+Added: As of September 30, 2021
+Added: ($ in millions) 2025 Notes 2027 Notes
+Added: Principal $ 300.0 $ 350.0
+Added: Unamortized financing costs (2.6) (4.0)
+Added: Unaccreted discount (1.7) (0.9)
+Added: Interest rate swap fair value adjustment — (2.1)
+Added: Net carrying value $ 295.7 $ 343.0
+Added: Fair Value $ 314.5 $ 351.1
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: On October 18, 2012, the Company issued $75.0 million in aggregate principal amount of the 2024 Notes for net proceeds of $72.5 million after deducting underwriting commissions of $2.2 million and offering costs of $0.3 million.
+Added: The below table presents the components of the carrying value of the 2025 Notes as of September 30, 2020:
+Added: As of September 30, 2020
+Added: ($ in millions) 2025 Notes
+Added: Principal $ 300.0
+Added: Unamortized financing costs (3.3)
+Added: Unaccreted discount (2.2)
+Added: Net carrying value $ 294.5
+Added: Fair Value $ 301.4
+Added: The below table presents the components of interest and other debt expenses related to the 2025 Notes and the 2027 Notes for the year ended September 30, 2021:
+Added: ($ in millions) 2025 Notes 2027 Notes
+Added: Coupon interest $ 10.5 $ 3.5
+Added: Amortization of financing costs and discount 1.3 0.3
+Added: Effect of interest rate swap — (1.1)
+Added: Total interest expense $ 11.8 $ 2.7
+Added: Coupon interest rate (net of effect of interest rate swap for 2027 Notes) 3.500 % 1.813 %
+Added: The below table presents the components of interest and other debt expenses related to the 2025 Notes for the year ended September 30, 2020:
+Added: ($ in millions) 2025 Notes
+Added: Coupon interest $ 6.3
+Added: Amortization of financing costs and discount 0.7
+Added: Total interest expense $ 7.0
+Added: Coupon interest rate 3.500 %
+Added: On October 18, 2012, the Company issued $75.0 million in aggregate principal amount of the 5.875% notes due 2024 (the "2024 Notes") for net proceeds of $72.5 million after deducting underwriting commissions of $2.2 million and offering costs of $0.3 million.
The 2024 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated October 18, 2012, between the Company and the Trustee.
3 unchanged sentences
The Company recognized a loss of $1.0 million in connection with the redemption of the 2024 Notes during the year ended September 30, 2020.
−Removed: For the year ended September 30, 2020, the Company recorded interest expense of $1.9 million (inclusive of fees) related to the 2024 Notes.
−Removed: For each of the years ended September 30, 2019 and 2018, the Company recorded interest expense of $4.6 million (inclusive of fees) related to the 2024 Notes.
−Removed: As of September 30, 2020, there were no 2024 Notes outstanding.
−Removed: As of September 30, 2019, there were $75.0 million of 2024 Notes outstanding, which had a carrying value and fair value of $73.9 million and $77.4 million, respectively.
−Removed: In April and May 2013, the Company issued $86.3 million in aggregate principal amount of the 2028 Notes for net proceeds of $83.4 million after deducting underwriting commissions of $2.6 million and offering costs of $0.3 million.
+Added: For the years ended September 30, 2020 and 2019, the Company recorded interest expense of $1.9 million and $4.6 million (inclusive of fees), respectively, related to the 2024 Notes.
+Added: As of September 30, 2021 and September 30, 2020, there were no 2024 Notes outstanding.
+Added: In April and May 2013, the Company issued $86.3 million in aggregate principal amount of the 6.125% notes due 2028 (the "2028 Notes") for net proceeds of $83.4 million after deducting underwriting commissions of $2.6 million and offering costs of $0.3 million.
The 2028 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the second supplemental indenture, dated April 4, 2013, between the Company and the Trustee.
3 unchanged sentences
The Company recognized a loss of $1.5 million in connection with the redemption of the 2028 Notes during the year ended September 30, 2020.
−Removed: For the year ended September 30, 2020, the Company recorded interest expense of $2.5 million (inclusive of fees) related to the 2028 Notes.
−Removed: For each of the years ended September 30, 2019 and 2018, the Company recorded interest expense of $5.5 million (inclusive of fees) related to the 2028 Notes.
−Removed: As of September 30, 2020, there were no 2028 Notes outstanding.
−Removed: As of September 30, 2019, there were $86.3 million of 2028 Notes outstanding, which had a carrying value and fair value of $84.6 million and $87.6 million, respectively.
−Removed: Secured Borrowings
−Removed: As of September 30, 2020 and 2019, there were no secured borrowings outstanding.
−Removed: During the year ended September 30, 2019, $7.2 million of secured borrowings were extinguished in exchange for $7.2 million of preferred stock in C5 Technology Holdings, LLC, which was restructured during the year.
−Removed: For the years ended September 30, 2019 and 2018, the Company recorded interest expense of $0.1 million and $0.7 million, respectively, related to the secured borrowings.
−Removed: For the years ended September 30, 2019 and 2018, the Company recorded unrealized appreciation (depreciation) on secured borrowings of $(2.7) million, $2.4 million respectively.
−Removed: For the year ended September 30, 2019, the Company recorded a realized gain of $2.6 million as a result of the extinguishment of secured borrowings in connection with the C5 Technology Holdings, LLC restructuring.
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: For the year ended September 30, 2020 and 2019, the Company recorded interest expense of $2.5 million and $5.5 million (inclusive of fees), respectively, related to the 2028 Notes.
+Added: As of September 30, 2021 and September 30, 2020, there were no 2028 Notes outstanding.
+Added: Secured Borrowings
+Added: As of September 30, 2021 and September 30, 2020, the Company did not have any secured borrowings outstanding.
+Added: On March 19, 2021, as a result of the consummation of the Mergers, the Company became party to a secured borrowing arrangement under which certain securities were sold and simultaneously repurchased at a premium.
+Added: The amounts due under the secured borrowing arrangement were settled prior to September 30, 2021.
+Added: For the period from March 19, 2021 to September 30, 2021, the Company recorded less than $0.1 million of interest expense in connection with secured borrowings.
+Added: The Company's secured borrowings bore interest at a weighted average rate of 3.123% for the period from March 19, 2021 to September 30, 2021.
+Added: During the year ended September 30, 2019, $7.2 million of secured borrowings were extinguished in exchange for $7.2 million of preferred stock in C5 Technology Holdings, LLC, which was restructured during the year.
+Added: For the year ended September 30, 2019, the Company recorded interest expense of $0.1 million related to the secured borrowings.
+Added: For the year ended September 30, 2019, the Company recorded unrealized depreciation on secured borrowings of $2.7 million.
+Added: For the year ended September 30, 2019, the Company recorded a realized gain of $2.6 million as a result of the extinguishment of secured borrowings in connection with the C5 Technology Holdings, LLC restructuring.
Principal Payments
2 unchanged sentences
Total 2022 2023 2024 2025 2026 and Thereafter
−Removed: Credit Facility $ 414,825 $ — $ — $ — $ 414,825 $ —
+Added: Syndicated Facility $ 495,000 $ — $ — $ — $ — $ 495,000
+Added: Citibank Facility 135,000 — — 135,000 — —
2025 Notes 300,000 — — — 300,000 —
+Added: 2027 Notes 350,000 — — — — 350,000
Total $ 1,280,000 $ — $ — $ 135,000 $ 300,000 $ 845,000
−Removed: Interest and Dividend Income
−Removed: As of September 30, 2020 and September 30, 2019, there were two and three investments, respectively, on which the Company had stopped accruing cash and/or PIK interest or OID income.
−Removed: The percentages of the Company's debt investments at cost and fair value by accrual status as of September 30, 2020 and September 30, 2019 were as follows:
−Removed: September 30, 2020 September 30, 2019
+Added: Interest Income
+Added: As of September 30, 2021, there were no investments on non-accrual status .
+Added: As of September 30, 2020, there were two investments on which the Company had stopped accruing cash and/or PIK interest or OID income.
+Added: The percentages of the Company's debt investments at cost and fair value by accrual status as of September 30, 2020 were as follows:
+Added: September 30, 2020
Cost % of Debt
−Removed: Portfolio Fair
−Removed: Value % of Debt
−Removed: Portfolio Cost % of Debt
−Removed: Portfolio Fair
−Removed: Value % of Debt
+Added: Portfolio Fair Value % of Debt
Accrual $ 1,500,364 98.79 % $ 1,483,284 99.89 %
7 unchanged sentences
Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to:
−Removed: (1) unrealized appreciation (depreciation) on investments, secured borrowings and foreign currency, as gains and losses are not included in taxable income until they are realized;
+Added: (1) unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized;
(2) origination and exit fees received in connection with investments in portfolio companies;
1 unchanged sentence
(4) income or loss recognition on exited investments;
−Removed: (5) recognition of interest income on certain loans;
−Removed: and (6) investments in controlled foreign corporations.
+Added: and (5) recognition of interest income on certain loans.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
As of September 30, 2021, the Company had net capital loss carryforwards of 547.9 million to offset net capital gains that will not expire, to the extent available and permitted by U.S.
federal income tax law, of which $69.1 million are available to offset future short-term capital gains and $478.8 million are available to offset future long-term capital gains.
+Added: A portion of such net capital loss carryfowards represented a realized loss under IRC 382-383, which is carried forward to future years to offset future gains subject to certain limitations.
Listed below is a reconciliation of "net increase (decrease) in net assets resulting from operations" to taxable income for the years ended September 30, 2021 and 2020.
8 unchanged sentences
Book/tax difference due to interest income on certain loans — 1,214 3,330
−Removed: Book/tax difference due to capital losses not recognized / (recognized) (545) (18,571) 99,431
+Added: Book/tax difference due to capital losses utilized (41,625) (545) (18,571)
Other book/tax differences 11,863 (6,058) (8,111)
2 unchanged sentences
Therefore, the final taxable income may be different than the estimate.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
The Company uses the liability method to account for its taxable subsidiaries' income taxes.
8 unchanged sentences
Among these are the historical and expected future book and tax basis pre-tax income of the Company and unrealized gains in the Company’s assets at the determination date.
−Removed: Based on these and other factors, the Company determined that, as of September 30, 2020, $3.0 million of $3.8 million net deferred tax assets would not more likely than not be realized in future periods.
−Removed: As of September 30, 2020, the Company recorded a deferred tax asset of $0.8 million on the Consolidated Statements of Assets and Liabilities.
+Added: Based on these and other factors, the Company determined that, as of September 30, 2021, $0.3 million of the $1.0 million deferred tax assets would not more likely than not be realized in future periods.
+Added: As of September 30, 2021, the Company recorded a net deferred tax asset of $0.7 million on the Consolidated Statements of Assets and Liabilities.
+Added: For the year ended September 30, 2021, the Company recognized a total provision for income tax related to realized and unrealized gains of $0.8 million, which was composed of (i) a current income tax expense of approximately $0.7 million, and (ii) a deferred income tax expense of approximately $0.1 million, which resulted from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries.
+Added: For the year ended September 30, 2021, the Company recognized a provision for income tax related to net investment income of $2.8 million, which was all current income tax expense.
For the year ended September 30, 2020, the Company recognized a total provision for income tax benefit of $1.8 million, which was comprised of (i) a current income tax benefit of approximately $0.2 million, and (ii) a deferred income tax benefit of approximately $1.6 million, which resulted from unrealized depreciation on investments held by the Company’s wholly-owned taxable subsidiaries.
For the year ended September 30, 2019, the Company recognized a total provision for income taxes of $1.0 million, which was comprised of (i) current income tax expense of approximately $0.7 million, primarily as a result of realized gains on investments held by the Company's wholly-owned taxable subsidiaries, net of return to provision adjustments, and (ii) deferred income tax expense of approximately $0.3 million, which resulted from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries.
−Removed: For the year ended September 30, 2018, the Company recognized a total provision for income taxes of $0.6 million and was comprised of (i) current income taxes of approximately $0.2 million, which resulted from realized gains on investments held by the Company's wholly-owned taxable subsidiaries, and (ii) deferred income taxes of approximately $0.4 million, which was the net effect of a deferred tax liability of $0.7 million resulting from unrealized appreciation on investments held by the Company’s wholly-owned taxable subsidiaries and a deferred tax asset of $0.3 million resulting from unrealized depreciation on investments and capital losses of the Company’s wholly-owned taxable subsidiaries.
−Removed: For the year ended September 30, 2019, the Company reclassified $5.0 million of additional paid-in-capital to accumulated overdistributed earnings on the Consolidated Statement of Assets and Liabilities to reflect expired capital loss carryforwards and distributions that occurred prior to September 30, 2018 that were not deemed to be a return of capital for income tax purposes.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: For the year ended September 30, 2021, the Company reclassified $74.3 million, respectively, of accumulated overdistributed earnings to additional paid-in-capital on the Consolidated Statement of Assets and Liabilities related to the merger with OCSI.
These reclassification entries did not impact total net assets.
3 unchanged sentences
Unrealized losses, net 16,340
−Removed: The aggregate cost of investments for income tax purposes was $1.6 billion as of September 30, 2020.
−Removed: As of September 30, 2020, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for income tax purposes was $300.3 million.
−Removed: As of September 30, 2020, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for income tax purposes over value was $368.7 million.
−Removed: Net unrealized depreciation based on the aggregate cost of investments for income tax purposes was $68.4 million.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: Accumulated overdistributed earnings $ 493,335
+Added: The aggregate cost of investments for U.S.
+Added: federal income tax purposes was $2.6 billion as of September 30, 2021.
+Added: As of September 30, 2021, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for U.S.
+Added: federal income tax purposes was $409.5 million.
+Added: As of September 30, 2021, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for U.S.
+Added: federal income tax purposes over value was $425.8 million.
+Added: Net unrealized depreciation based on the aggregate cost of investments for U.S.
+Added: federal income tax purposes was $16.3 million.
Realized Gains or Losses and Net Unrealized Appreciation or Depreciation
2 unchanged sentences
Realized losses may also be recorded in connection with the Company's determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: During the year ended September 30, 2021, the Company recorded an aggregate net realized gain of $26.4 million, which consisted of the following:
+Added: ($ in millions)
+Added: Portfolio Company Net Realized Gain (Loss)
+Added: PLATO Learning Inc.
+Added: Keypath Education Holdings, LLC 6.8
+Added: L Squared Capital Partners LLC 3.4
+Added: LTI Holdings, Inc.
+Added: BX Commercial Mortgage Trust 2020-VIVA 2.6
+Added: California Pizza Kitchen Inc.
+Added: Refac Optical Group (1.3)
+Added: Other, net 6.3
During the year ended September 30, 2020, the Company recorded an aggregate net realized loss of $13.9 million, which consisted of the following:
22 unchanged sentences
Weatherford International
+Added: Net Unrealized Appreciation or Depreciation
+Added: Net unrealized appreciation or depreciation reflects the net change in the valuation of the portfolio pursuant to the Company's valuation guidelines and the reclassification of any prior period unrealized appreciation or depreciation.
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: During the year ended September 30, 2018, the Company recorded an aggregate net realized loss of $115.3 million, which consisted of the following:
−Removed: ($ in millions)
−Removed: Portfolio Company Net Realized Gain (Loss)
−Removed: Ameritox Ltd.
−Removed: TransTrade Operators, Inc.
−Removed: Traffic Solutions Holdings, Inc.
−Removed: Metamorph US 3, LLC
−Removed: Net Unrealized Appreciation or Depreciation
−Removed: Net unrealized appreciation or depreciation reflects the net change in the valuation of the portfolio pursuant to the Company's valuation guidelines and the reclassification of any prior period unrealized appreciation or depreciation.
During the years ended September 30, 2021, 2020 and 2019, the Company recorded net unrealized appreciation (depreciation) of $114.5 million, $(20.6) million and $38.5 million, respectively.
+Added: For the year ended September 30, 2021, this consisted of $70.0 million of net unrealized appreciation on debt investments, $36.3 million of net unrealized appreciation on equity investments, $6.6 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses) and $1.7 million of net unrealized appreciation of foreign currency forward contracts.
For the year ended September 30, 2020, this consisted of $35.3 million of net unrealized depreciation on equity investments, $12.0 million of net unrealized depreciation on debt investments and $0.3 million of net unrealized depreciation of foreign currency forward contracts, partially offset by $26.9 million of net unrealized appreciation related to exited investments (a portion of which resulted in a reclassification to realized losses).
For the year ended September 30, 2019, this consisted of $57.0 million of net unrealized appreciation related to exited investments (a portion of which results in a reclassification to realized losses), $10.6 million of net unrealized appreciation on equity investments and $0.3 million net unrealized appreciation of foreign currency forward contracts, partially offset by $26.8 million of net unrealized depreciation on debt investments and $2.7 million of net unrealized depreciation of secured borrowings (which results in a reclassification to realized gains).
−Removed: For the year ended September 30, 2018, this consisted of $127.4 million of net unrealized appreciation related to exited investments (a portion of which results in a reclassification to realized losses), $2.4 million of net unrealized appreciation on secured borrowings and $2.2 million of net unrealized appreciation on equity investments, offset by $29.4 million of net unrealized depreciation on debt investments.
+Added: For the year ended September 30, 2021, there were $22.8 million of net realized and unrealized gains (losses) that resulted solely from accounting adjustments related to the Mergers.
Concentration of Credit Risks
2 unchanged sentences
Related Party Transactions
−Removed: As of September 30, 2020 and September 30, 2019, the Company had a liability on its Consolidated Statements of Assets and Liabilities in the amount of $11.2 million and $10.2 million, respectively, reflecting the unpaid portion of the base management fees and incentive fees payable to Oaktree and OCM, as applicable.
+Added: As of September 30, 2021 and September 30, 2020, the Company had a liability on its Consolidated Statements of Assets and Liabilities in the amount of $32.6 million and $11.2 million, respectively, reflecting the unpaid portion of the base management fees and incentive fees payable to Oaktree.
Investment Advisory Agreement
6 unchanged sentences
Immediately following such novation, the Company and Oaktree entered into a new investment advisory agreement with the same terms, including fee structure, as the investment advisory agreement with OCM.
+Added: The investment advisory agreement with Oaktree was subsequently amended and restated on March 19, 2021 in connection with the closing of the Mergers.
The term “Investment Advisory Agreement” refers collectively to the agreements with Oaktree and, prior to its novation, with OCM.
−Removed: Prior to October 17, 2017, the Company was externally managed by Fifth Street Management LLC (the "Former Adviser”),
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: an indirect, partially-owned subsidiary of Fifth Street Asset Management Inc., pursuant to an investment advisory agreement between the Company and the Former Adviser (the "Former Investment Advisory Agreement"), which was terminated on October 17, 2017.
−Removed: Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until September 30, 2021 and thereafter from year-to-year if approved annually by the Board of Directors of the Company or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, including, in either case, approval by a majority of the directors of the Company who are not interested persons.
+Added: Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect from year-to-year if approved annually by the Board of Directors of the Company or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, including, in either case, approval by a majority of the directors of the Company who are not interested persons.
The Investment Advisory Agreement will automatically terminate in the event of its assignment.
5 unchanged sentences
Effective May 3, 2019, the base management fee on the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents, that exceed the product of (A) 200% and (B) the Company’s net asset value will be 1.00%.
−Removed: For the avoidance of doubt, the 200% will be calculated in accordance with the Investment Company Act and will give effect to exemptive relief the Company received from the SEC with respect to debentures issued by a small business investment company subsidiary.
−Removed: For the years ended September 30, 2020 and 2019, the base management fee (net of waivers) incurred under the Investment Advisory Agreement was $22.9 million and $22.2 million, respectively, which was payable to Oaktree or OCM, as applicable.
−Removed: For the period from October 17, 2017 to September 30, 2018, the base management fee (net of waivers) incurred under the Investment Advisory Agreement was $21.4 million, which was payable to OCM.
−Removed: For the period from October 1, 2017 to October 17, 2017, the base management fee (net of waivers) incurred under the Former Investment Advisory Agreement with the Former Adviser was $1.1 million, which was payable to the Former Adviser.
+Added: For the avoidance of doubt, the 200% will be calculated in accordance with the Investment Company Act and will give effect to
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: exemptive relief the Company received from the SEC with respect to debentures issued by a small business investment company subsidiary.
+Added: In connection with the Mergers, the Company and Oaktree entered into an amended and restated investment advisory agreement, which among other items, waived an aggregate of $6 million of base management fees otherwise payable to Oaktree in the two years following the closing of the Mergers on March 19, 2021 at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter).
+Added: For the years ended September 30, 2021, 2020 and 2019, the base management fee incurred under the Investment Advisory Agreement was $30.7 million (net of waiver), $22.9 million and $22.2 million, respectively.
Incentive Fee
5 unchanged sentences
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
+Added: In addition, pre-incentive fee net investment income does not include any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in pre-incentive fee net investment income.
Under the Investment Advisory Agreement, the calculation of the incentive fee on income for each quarter is as follows:
2 unchanged sentences
This portion of the incentive fee on income is referred to as the “catch-up” provision, and it is intended to provide Oaktree with an incentive fee of 17.5% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income exceeds 1.8182% on net assets in any fiscal quarter;
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
• For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.8182% on net assets, the incentive fee on income is equal to 17.5% of the amount of the Company’s pre-incentive fee net investment income, as the preferred return and catch-up will have been achieved.
There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle.
−Removed: For the years ended September 30, 2020 and 2019, the first part of the incentive fee (incentive fee on income) incurred under the Investment Advisory Agreement was $15.2 million and $14.9 million, respectively.
−Removed: For the period from October 17, 2017 to September 30, 2018, the first part of the incentive fee (incentive fee on income) incurred under the Investment Advisory Agreement was $10.5 million (prior to accrued waivers).
+Added: For the years ended September 30, 2021, 2020 and 2019, the first part of the incentive fee (incentive fee on income) incurred under the Investment Advisory Agreement was $21.6 million, $15.2 million and $14.9 million, respectively.
Under the Investment Advisory Agreement, the second part of the incentive fee (the "capital gains incentive fee") is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date) commencing with the fiscal year ended September 30, 2019 and equals 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ended September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under the Investment Advisory Agreement.
Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ended September 30, 2018 are excluded from the calculations of the second part of the incentive fee.
+Added: In addition, the calculation of realized capital gains, realized capital
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: losses and unrealized capital depreciation does (1) not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers, including any premium or discount paid for the acquisition of such assets, solely to the extent that the inclusion of such merger-related accounting adjustments, in the aggregate, would result in an increase in the capital gains incentive fee and (2) include any such amounts associated with the investments acquired in the Mergers for the period from October 1, 2018 to the date of closing of the Mergers, solely to the extent that the exclusion of such amounts, in the aggregate, would result in an increase in the capital gains incentive fee.
+Added: For the year ended September 30, 2021, the Company incurred $8.8 million of capital gains incentive fees under the Investment Advisory Agreement.
For the year ended September 30, 2020, the Company did not incur any capital gains incentive fees under the Investment Advisory Agreement.
8 unchanged sentences
There can be no assurance that such unrealized capital appreciation will be realized in the future or any accrued capital gains incentive fee will become payable under the Investment Advisory Agreement.
+Added: For the year ended September 30, 2021, $17.6 million of accrued capital gains incentive fees were expensed.
For the year ended September 30, 2020, the Company reversed $5.6 million of previously accrued capital gains incentive fees.
−Removed: For the year ended September 30, 2019, the Company recorded $10.2 million of accrued capital gains incentive fees (prior to waivers).
−Removed: The Company did not have any cumulative accrued capital gains incentive fees payable as of September 30, 2020.
−Removed: To ensure compliance with Section 15(f) of the Investment Company Act, OCM entered into a two-year contractual fee waiver with the Company, which ended on October 17, 2019, pursuant to which OCM waived any management or incentive fees payable under the Investment Advisory Agreement that exceeded what would have been paid to the Former Adviser in the aggregate under the Former Investment Advisory Agreement.
+Added: For the year ended September 30, 2019, $10.2 million of accrued capital gains incentive fees were expensed (prior to waivers).
+Added: As of September 30, 2021, the total accrued capital gains incentive fee liability was $17.6 million.
+Added: To ensure compliance with Section 15(f) of the Investment Company Act, OCM entered into a two-year contractual fee waiver with the Company, which ended on October 17, 2019, pursuant to which OCM waived any management or incentive fees payable under the Investment Advisory Agreement that exceeded what would have been paid to Fifth Street Management LLC (the "Former Adviser") in the aggregate under the investment advisory agreement by and between the Company and the Former Advisor.
The contractual amount of fees permanently waived at the end of the two-year period was $3.9 million.
Prior to the end of the two-year period, amounts potentially subject to waiver under the two-year contractual fee waiver were accrued quarterly based on a theoretical “liquidation basis.” As of September 30, 2019, the Company had accrued cumulative fee waivers of $9.1 million.
−Removed: During the year ended September 30, 2020, the Company reversed $5.2 million of previously accrued fee waivers since the two-year fee waiver period has ended.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: During the year ended September 30, 2020, the Company reversed $5.2 million of previously accrued fee waivers since the two-year fee waiver period ended.
The following table provides a roll-forward of the accrued waiver balance and illustrates the impact of the end of the two-year contractual fee waiver period:
8 unchanged sentences
(3) Reflects the amount of fees permanently waived pursuant to the two-year contractual fee waiver.
−Removed: As of September 30, 2019, the capital gains incentive fee payable under the Investment Advisory Agreement (net of waivers) was $0.8 million as shown below:
−Removed: ($ in millions) September 30, 2019 (1)
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: The following table shows the capital gains incentive fee payable under the Investment Advisory Agreement (net of waivers) for the years ended September 30, 2021, 2020 and 2019:
+Added: ($ in millions) September 30, 2019 (1) September 30, 2020 September 30, 2021
Capital gains incentive fee payable under the Investment Advisory Agreement (prior to waivers) $ 4.6 $ — $ 8.8
13 unchanged sentences
Oaktree Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
For providing these services, facilities and personnel, the Company reimburses Oaktree Administrator the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the rent of the Company’s principal executive offices (which are located in a building owned by a Brookfield affiliate) at market rates and the Company’s allocable portion of the costs of compensation and related expenses of its Chief Financial Officer, Chief Compliance Officer, their staffs and other non-investment professionals at Oaktree that perform duties for the Company.
3 unchanged sentences
For the years ended September 30, 2021, 2020 and 2019, the Company accrued administrative expenses of $1.7 million, $1.8 million and $2.3 million, respectively, including $0.2 million, $0.3 million and $0.3 million of general and administrative expenses, respectively.
−Removed: Of the accrued administrative expenses of $2.1 million for the year ended September 30, 2018, $0.2 million was due to the Former Administrator for administrative expenses incurred prior to October 17, 2017 and $1.9 million was due to Oaktree Administrator.
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
As of September 30, 2021 and September 30, 2020, $4.4 million and $2.1 million, respectively, was included in “Due to affiliate” in the Consolidated Statements of Assets and Liabilities, reflecting the unpaid portion of administrative expenses and other reimbursable expenses payable to Oaktree Administrator.
17 unchanged sentences
Net realized gains (losses) (2) 0.16 (0.10) 0.14 (0.83) (1.21)
−Removed: Provision for income tax (expense) benefit (2) 0.01 — — — —
+Added: (Provision) benefit for taxes on realized and unrealized gains (losses) (2) — 0.01 — — —
Distributions of net investment income to stockholders (0.51) (0.39) (0.38) (0.27) (0.47)
Tax return of capital — — — (0.13) —
−Removed: Net issuance/repurchases of common stock — — — 0.05 0.14
+Added: Issuance of common stock (0.19) — — — 0.05
Net asset value per share at end of period $7.28 $6.49 $6.60 $6.09 $6.16
17 unchanged sentences
(2) Calculated based upon weighted average shares outstanding for the period.
+Added: (3) For the year ended September 30, 2021, the amount shown for net unrealized appreciation (depreciation) includes the effect of the timing of common stock issuances in connection with the Mergers.
(4) Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company's DRIP.
1 unchanged sentence
(5) Calculated based upon the weighted average net assets for the period.
−Removed: (5) Calculated based upon the weighted average of debt outstanding for the period.
+Added: (6) Calculated based upon the weighted average of principal debt outstanding for the period.
(7) Based on outstanding senior securities of $1,280.0 million, $714.8 million, $476.1 million, $643.4 million and $680.7 million as of September 30, 2021, 2020, 2019, 2018 and 2017, respectively.
6 unchanged sentences
Class and Year(1) Total Amount Outstanding Exclusive of Treasury Securities (2) Asset Coverage Per Unit(3) Involuntary Liquidating Preference Per Unit(4) Average Market Value Per Unit(5)
−Removed: Credit Facility and Prior ING Facility
+Added: Syndicated Facility and Prior ING Facility
Fiscal 2012 $ 141,000 3,857 — N/A
8 unchanged sentences
Fiscal 2021 495,000 2,017 — N/A
+Added: Citibank Facility
+Added: Fiscal 2021 $ 135,000 2,017
Wells Fargo Facility
1 unchanged sentence
Fiscal 2013 20,000 3,949 — N/A
−Removed: Fiscal 2013 20,000 3,949 — N/A
Sumitomo Facility
5 unchanged sentences
Fiscal 2017 29,500 2,274 — N/A
−Removed: Fiscal 2017 29,500 2,274 — N/A
Convertible Notes
3 unchanged sentences
Fiscal 2015 115,000 2,389 — N/A
−Removed: Fiscal 2015 115,000 2,389 — N/A
Secured Borrowings
21 unchanged sentences
Fiscal 2020 $ 300,000 2,272 — N/A
+Added: Fiscal 2021 300,000 2,017 — N/A
+Added: Fiscal 2021 $ 350,000 2,017 — N/A
Fiscal 2013 $ 86,250 3,949 — 957.21
16 unchanged sentences
Fiscal 2021 1,280,000 2,017 —
−Removed: (1) This table excludes any SBA-guaranteed debentures outstanding during the relevant periods because the SEC has granted the Company exemptive relief that permits us to exclude such debentures from the definition of senior securities in the asset coverage ratio the Company is required to maintain under the Investment Company Act.
−Removed: (2) Total amount of each class of senior securities outstanding at the end of the period, presented in thousands.
−Removed: (3) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Company's consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: securities representing indebtedness.
+Added: ______________
+Added: (1) This table excludes any SBA-guaranteed debentures outstanding during the relevant periods because the SEC has granted the Company exemptive relief that permits it to exclude such debentures from the definition of senior securities in the asset coverage ratio the Company is required to maintain under the Investment Company Act.
+Added: (2) Total amount of each class of senior securities outstanding at the end of the period, presented in thousands.
+Added: (3) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Company's consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.
This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit.”
6 unchanged sentences
Derivative Instruments
−Removed: The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
+Added: The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company entered into an International Swaps and Derivatives Association, Inc.
−Removed: Master Agreement ("ISDA Master Agreement") with its derivative counterparty, JPMorgan Chase Bank, N.A.
+Added: Master Agreement (the "ISDA Master Agreement") with its derivative counterparty, JPMorgan Chase Bank, N.A.
The ISDA Master Agreement permits a single net payment in the event of a default or similar event.
As of September 30, 2021, no cash collateral has been pledged to cover obligations and no cash collateral has been received from the counterparty with respect to the Company's forward currency contracts.
−Removed: Net unrealized gains or losses on foreign currency contracts are included in “net unrealized appreciation (depreciation)” and net realized gains or losses on forward currency contracts are included in “net realized gains (losses)” in the accompanying Consolidated Statements of Operations.
−Removed: Forward currency contracts are considered undesignated derivative instruments.
+Added: During the year ended September 30, 2021, in connection with the issuance of the 2027 Notes, the Company entered into an interest rate swap agreement with the Royal Bank of Canada pursuant to an ISDA Master Agreement.
+Added: As of September 30, 2021, the Company paid $1.6 million to the Royal Bank of Canada to cover collateral obligations under the terms of the interest swap agreement, which is included in due from broker on the Consolidated Statement of Assets and Liabilities.
Certain information related to the Company’s foreign currency forward contracts is presented below as of September 30, 2021.
6 unchanged sentences
Foreign currency forward contract $ 30,260 € 25,614 11/12/2020 $ 198 $ — Derivative asset
+Added: Certain information related to the Company’s interest rate swap is presented below as of September 30, 2021.
+Added: Description Notional Amount Maturity Date Gross Amount of Recognized Assets Gross Amount of Recognized Liabilities Balance Sheet Location of Net Amounts
+Added: Interest rate swap $ 350,000 1/15/2027 $ — $ 2,108 Derivative liability
+Added: There was no interest rate swap as of September 30, 2020.
Commitments and Contingencies
+Added: Merger Litigation
+Added: On December 18, 2020, putative stockholder Oklahoma Firefighters Pension and Retirement System filed a complaint on behalf of itself and all other similarly situated holders of the Company’s common stock and derivatively on behalf of the Company as nominal defendant in the Delaware Court of Chancery, captioned Oklahoma Firefighters Pension and Retirement System v.
+Added: Frank, et al., No.
+Added: 2020-1075-VCM (Del.
+Added: This lawsuit is referred to herein as the “Merger Litigation”.
+Added: The Merger Litigation alleges a direct breach of fiduciary duty claim against the Board of Directors in connection with the solicitation of the approval by the Company’s stockholders of the issuance of shares of the Company’s common stock to be issued pursuant to the Merger Agreement and a derivative breach of fiduciary duty claim against the Board of Directors in connection with its negotiation and approval of the Mergers.
+Added: The Merger Litigation alleges, among other things, that the members of the Board of Directors had certain conflicts of interest in the negotiation and approval of the Mergers and that the
+Added: OAKTREE SPECIALTY LENDING CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
+Added: initial filing of the joint proxy statement/prospectus relating to the Mergers omitted certain information that the plaintiff claims is material.
+Added: The Merger Litigation, among other things, requested that the court enjoin the vote of the Company’s stockholders with respect to the approval of the issuance of shares of the Company’s common stock to be issued pursuant to the Merger Agreement and award attorneys’ fees and damages in an unspecified amount.
+Added: On February 16, 2021, the plaintiff withdrew the request that the court enjoin the vote of the Company’s stockholders.
+Added: On April 26, 2021, putative stockholder Oklahoma Firefighters Pension and Retirement System filed a proposed order voluntarily dismissing its claims surrounding the Mergers, with prejudice as to the plaintiff and without prejudice as to any other stockholder of the Company.
+Added: The court entered the order of dismissal on May 10, 2021.
+Added: The Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the supplemental disclosures included in the amended joint proxy statement/prospectus.
+Added: The Company subsequently agreed to pay $0.4 million to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the action.
+Added: For the year ended September 30, 2021, the Company recognized a $0.4 million loss in connection with the litigation matter described above.
+Added: In connection with the lawsuit, the Company incurred professional fees of $0.8 million during the year ended September 30, 2021.
+Added: Additionally, the Company determined that it is probable that it will receive $0.7 million of insurance recoveries in connection with such loss and professional fees incurred and has recognized such amount for the year ended September 30, 2021.
+Added: The Company received such insurance recoveries subsequent to September 30, 2021.
Off-Balance Sheet Arrangements
The Company may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies.
−Removed: As of September 30, 2020, the Company's only off-balance sheet arrangements consisted of $157.5 million of unfunded commitments, which was comprised of $152.7 million to provide debt financing to certain of its portfolio companies, $1.3 million to provide equity financing to SLF JV I and $3.5 million related to unfunded limited partnership interests.
+Added: As of September 30, 2021, the Company's only off-balance sheet arrangements consisted of $264.9 million of unfunded commitments, which was comprised of $212.4 million to provide debt and equity financing to certain of its portfolio companies, $49.0 million to provide financing to the JVs and $3.5 million related to unfunded limited partnership interests.
As of September 30, 2020, the Company's only off-balance sheet arrangements consisted of $157.5 million of unfunded commitments, which was comprised of $152.7 million to provide debt financing to certain of its portfolio companies, $1.3 million to provide equity financing to SLF JV I and $3.5 million related to unfunded limited partnership interests.
3 unchanged sentences
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: A list of unfunded commitments by investment (consisting of revolvers, term loans with delayed draw components, SLF JV I LLC subordinated notes and LLC equity interests and limited partnership interests) as of September 30, 2020 and September 30, 2019 is shown in the table below:
+Added: A list of unfunded commitments by investment (consisting of revolvers, term loans with delayed draw components, subordinated notes and LLC equity interests in the JVs, preferred stock and limited partnership interests) as of September 30, 2021 and September 30, 2020 is shown in the table below:
September 30, 2021 September 30, 2020
+Added: Senior Loan Fund JV I, LLC $ 35,000 $ 1,328
Assembled Brands Capital LLC 24,868 36,079
−Removed: WPEngine, Inc.
Athenex, Inc.
−Removed: NuStar Logistics, L.P.
−Removed: Holdings II SÀRL 7,541 —
−Removed: MRI Software LLC 7,239 —
+Added: 21,072 22,780
+Added: Marinus Pharmaceuticals, Inc.
+Added: RumbleOn, Inc.
+Added: Ardonagh Midco 3 PLC 14,892 3,007
+Added: OCSI Glick JV LLC 13,998 —
Dominion Diagnostics, LLC 11,148 5,887
−Removed: Corrona, LLC 5,189 —
+Added: Gulf Operating, LLC 10,064 —
+Added: Latam Airlines Group S.A.
+Added: Sunland Asphalt & Construction, LLC 6,492 —
NeuAG, LLC 5,441 4,382
−Removed: Pingora MSR Opportunity Fund I-A, LP 3,500 3,500
+Added: Olaplex, Inc.
Mindbody, Inc.
−Removed: Ardonagh Midco 3 PLC 3,007 —
+Added: OTG Management, LLC 3,789 —
+Added: BAART Programs, Inc.
+Added: Pluralsight, LLC 3,532 —
+Added: Pingora MSR Opportunity Fund I-A, LP 3,500 3,500
+Added: MHE Intermediate Holdings, LLC 3,466 —
+Added: Dialyze Holdings, LLC 3,431 —
+Added: SIO2 Medical Products, Inc.
+Added: SumUp Holdings Luxembourg S.À.R.L.
Accupac, Inc.
−Removed: New IPT, Inc.
−Removed: Olaplex, Inc.
−Removed: Senior Loan Fund JV I, LLC 1,328 1,328
+Added: CorEvitas, LLC 3,235 5,189
+Added: MRI Software LLC 2,699 7,239
+Added: Thrasio, LLC 2,578 —
+Added: PRGX Global, Inc.
+Added: Berner Food & Beverage, LLC 2,475 —
+Added: 4 Over International, LLC 2,300 —
+Added: Relativity ODA LLC 2,218 —
+Added: The Avery 1,850 —
Coyote Buyer, LLC 1,333 942
−Removed: Immucor, Inc.
+Added: Telestream Holdings Corporation 1,266 —
Ministry Brands, LLC 1,100 425
+Added: 109 Montgomery Owner LLC 937 —
+Added: Digital.AI Software Holdings, Inc.
+Added: Thermacell Repellents, Inc.
GKD Index Partners, LLC 320 231
−Removed: PaySimple, Inc.
−Removed: P2 Upstream Acquisition Co.
−Removed: Sorrento Therapeutics, Inc.
−Removed: TerSera Therapeutics, LLC — 4,200
−Removed: Thruline Marketing, Inc.
−Removed: 4 Over International, LLC — 1,977
−Removed: PLATO Learning Inc.
+Added: CircusTrix Holdings, LLC 37 —
+Added: WPEngine, Inc.
+Added: NuStar Logistics, L.P.
+Added: Holdings II SÀRL — 7,541
+Added: New IPT, Inc.
+Added: Immucor, Inc.
$ 264,904 $ 157,530
−Removed: (1) This investment was on cash or PIK non-accrual status as of September 30, 2020 and September 30, 2019.
OAKTREE SPECIALTY LENDING CORPORATION
1 unchanged sentence
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: Selected Quarterly Financial Data (unaudited)
−Removed: Selected unaudited quarterly financial data for Oaktree Specialty Lending Corporation for the years ended September 30, 2020 and 2019 are below:
−Removed: As of and for the three months ended
−Removed: (dollars in thousands,
−Removed: except per share
−Removed: amounts) September 30, 2020 June 30,
−Removed: 2020 March 31,
−Removed: 2020 December 31, 2019 September 30, 2019 June 30,
−Removed: 2019 March 31,
−Removed: 2019 December 31, 2018
−Removed: Total investment income $ 43,599 $ 34,403 $ 34,171 $ 30,960 $ 34,513 $ 36,669 $ 38,244 $ 38,276
−Removed: Net investment income 24,545 16,770 22,841 7,836 16,275 16,608 17,709 17,317
−Removed: Net realized and unrealized gains (losses), net of taxes 46,072 103,461 (188,308) 6,007 (2,304) 3,378 46,776 10,401
−Removed: Net increase (decrease) in net assets resulting from operations 70,617 120,231 (165,467) 13,843 13,971 19,986 64,485 27,718
−Removed: Net assets 914,879 859,063 752,224 931,082 930,630 930,050 923,456 872,362
−Removed: Total investment income per common share (1) $ 0.31 $ 0.24 $ 0.24 $ 0.22 $ 0.24 $ 0.26 $ 0.27 $ 0.27
−Removed: Net investment income per common share (1) 0.17 0.12 0.16 0.06 0.12 0.12 0.13 0.12
−Removed: Earnings (losses) per common share (1) 0.50 0.85 (1.17) 0.10 0.10 0.14 0.46 0.20
−Removed: Net asset value per common share at period end 6.49 6.09 5.34 6.61 6.60 6.60 6.55 6.19
−Removed: (1) The sum of quarterly per share amounts may not equal annual amounts due to rounding.
+Added: Merger with OCSI
+Added: On March 19, 2021, the Company completed its previously announced acquisition of OCSI.
+Added: The Company was the accounting survivor of the Mergers.
+Added: In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OCSI common stock was converted into the right to receive 1.3371 shares of common stock of the Company (with OCSI stockholders receiving cash in lieu of fractional shares of the Company’s common stock).
+Added: As a result of the Merger, the Company issued an aggregate of 39,400,011 shares of its common stock to former OCSI stockholders.
+Added: The Mergers were accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues ("ASC 805").
+Added: The Company determined the fair value of the shares of the Company's common stock that were issued to former OCSI stockholders pursuant to the Merger Agreement plus transaction costs to be the consideration paid in connection with the Mergers under ASC 805.
+Added: The consideration paid to OCSI stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “purchase discount”).
+Added: The consideration paid was allocated to the individual assets acquired and liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example, cash) and did not give rise to goodwill.
+Added: As a result, the purchase discount was allocated to the cost basis of the OCSI investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Mergers.
+Added: Immediately following the Mergers, the investments were marked to their respective fair values in accordance with ASC 820 which resulted in $34.1 million of unrealized appreciation in the Consolidated Statement of Operations as a result of the Mergers.
+Added: The purchase discount allocated to the debt investments acquired will accrete over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation on such investment acquired through its ultimate disposition.
+Added: The purchase discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
+Added: The Mergers were considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the acquired OCSI investments for U.S.
+Added: federal tax purposes.
+Added: The following table summarizes the allocation of the consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:
+Added: Common stock issued by the Company $ 242,704
+Added: Transaction costs 1,593
+Added: Consideration paid $ 244,297
+Added: Investments $ 470,155
+Added: Cash and cash equivalents 20,945
+Added: Other assets 8,995
+Added: Total assets acquired 500,095
+Added: Other liabilities 6,700
+Added: Total liabilities assumed 255,798
+Added: Net assets acquired $ 244,297
OAKTREE SPECIALTY LENDING CORPORATION
5 unchanged sentences
Distribution Declaration
−Removed: On November 13, 2020, the Company’s Board of Directors declared a quarterly distribution of $0.11 per share, payable in cash on December 31, 2020 to stockholders of record on December 15, 2020.
−Removed: Upsize of Credit Facility
−Removed: On October 28, 2020, the Company entered into an incremental commitment and assumption agreement in connection with the Company’s exercise of $75 million of the accordion feature under the Credit Facility, increasing the size of the Credit Facility to $775 million.
−Removed: Merger Agreement
−Removed: On October 28, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oaktree Strategic Income Corporation, a Delaware corporation (“OCSI”), Lion Merger Sub, Inc., a Delaware corporation and the Company’s wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, Oaktree.
−Removed: The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OCSI, with OCSI continuing as the surviving company and as the Company’s wholly-owned subsidiary (the “Merger”), and, immediately thereafter, OCSI will merge with and into the Company, with the Company continuing as the surviving company (together with the Merger, the “Mergers”).
−Removed: Both the Company’s Board of Directors and the Board of Directors of OCSI, including all of the respective independent directors, in each case, on the recommendation of a special committee comprised solely of certain independent directors of the Company or OCSI, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.
−Removed: At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of OCSI (the “OCSI Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares.
−Removed: As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of the Company and OCSI will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to OCSI, the “Closing OCSI Net Asset Value” and such calculation with respect to the Company, the “Closing OCSL Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments.
−Removed: Based on such calculations, the parties will calculate the “OCSI Per Share NAV”, which will be equal to (i) the Closing OCSI Net Asset Value divided by (ii) the number of shares of OCSI Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “OCSL Per Share NAV”, which will be equal to (A) the Closing OCSL Net Asset Value divided by (B) the number of shares of the Company’s common stock issued and outstanding as of the Determination Date.
−Removed: The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the OCSI Per Share NAV divided by (ii) the OCSL Per Share NAV.
−Removed: The Company and OCSI will update and redeliver the Closing OCSL Net Asset Value or the Closing OCSI Net Asset Value, respectively, in the event of a material change to such calculation between the Determination Date and the closing of the Mergers and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.
−Removed: OAKTREE SPECIALTY LENDING CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands, except share and per share amounts, percentages and as otherwise indicated)
−Removed: The Merger Agreement contains customary representations and warranties by each of the Company, OCSI and Oaktree.
−Removed: The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and OCSI’s businesses during the period prior to the closing of the Mergers.
−Removed: Consummation of the Mergers, which is currently anticipated to occur during the first half of calendar year 2021, is subject to certain closing conditions, including requisite approvals of the Company’s and OCSI’s stockholders and certain other closing conditions.
−Removed: The Merger Agreement also contains certain termination rights in favor of the Company and OCSI, including if the Mergers are not completed on or before July 28, 2021 or if the requisite approvals of the Company’s or OCSI’s stockholders are not obtained.
−Removed: The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring OCSI may be required to pay the Company a termination fee of approximately $5.7 million.
−Removed: The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring the Company may be required to pay OCSI a termination fee of approximately $20.0 million.
−Removed: Management Fee Waiver
−Removed: In connection with entry into the Merger Agreement, Oaktree has agreed to waive $750,000 of base management fees payable to it under the Investment Advisory Agreement in each of the eight quarters immediately following the closing of the Mergers (for an aggregate waiver of $6.0 million of base management fees).
+Added: On October 13, 2021, the Company’s Board of Directors declared a quarterly distribution of $0.155 per share, payable in cash on December 31, 2021 to stockholders of record on December 15, 2021.
Schedule 12-14
5 unchanged sentences
Income (2) Fair Value
−Removed: at October 1,
+Added: as of October 1,
Additions (3) Gross
Reductions (4) Fair Value
−Removed: at September 30, 2020 % of Total Net Assets
+Added: as of June 30, 2021 % of Total Net Assets
Control Investments
14 unchanged sentences
50.087 Class A Common Units in New IPT Holdings, LLC — — — — — — — %
+Added: OCSI Glick JV LLC (6) Multi-Sector Holdings
+Added: Subordinated Debt, LIBOR+4.50% cash due 10/20/2028 4.60 % 61,709 — 2,401 — 56,693 (1,111) 55,582 4.2 %
+Added: 87.5% equity interest — — — — — — — %
Senior Loan Fund JV I, LLC (7) Multi-Sector Holdings
1 unchanged sentence
87.5% LLC equity interest — 903 21,190 16,461 — 37,651 2.9 %
−Removed: Thruline Marketing, Inc.
−Removed: First Lien Term Loan, LIBOR+7.00% cash due 4/3/2022 — — 257 18,146 — (18,146) — — %
−Removed: First Lien Revolver, LIBOR+7.75% cash due 4/3/2022 — — 1 — — — — — %
−Removed: 9,073 Class A Units in FS AVI Holdco, LLC (4,932) — 6,438 4,210 (10,648) — — %
Total Control Investments $ 192,840 $ — $ 16,310 $ 201,385 $ 87,960 $ (18,580) $ 270,765 20.6 %
21 unchanged sentences
Accordingly, the debt and equity investments in the wholly-owned holding company are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
+Added: (6) Together with GF Equity Funding, the Company co-invests through Glick JV.
+Added: Glick JV is capitalized as transactions are completed and all portfolio and investment decisions in respect to Glick JV must be approved by the Glick JV investment committee consisting of representatives of the Company and GF Equity Funding (with approval from a representative of each required).
(7) Together with Kemper, the Company co-invests through SLF JV I.
15 unchanged sentences
34,984,460.37 Preferred Units — — 34,984 — (7,346) 27,638 3.0 %
+Added: Dominion Diagnostics, LLC Health Care Services
+Added: First Lien Term Loan, LIBOR+5.00% cash due 2/28/2024 6.00 % $ 27,660 — 1,076 — 27,869 (209) 27,660 3.0 %
+Added: First Lien Revolver, LIBOR+5.00% cash due 2/28/2024 6.00 % 5,260 — 216 — 5,260 — 5,260 0.6 %
+Added: 30,030.8 Common Units in DD Healthcare Services Holdings, LLC — — — 18,627 (10,960) 7,667 0.8 %
First Star Speir Aviation Limited (5) Airlines
4 unchanged sentences
First Lien Term Loan, LIBOR+5.00% cash due 3/17/2021 6.00 % 2,304 — 193 3,256 — (1,456) 1,800 0.2 %
−Removed: Second Lien Term Loan, LIBOR+5.10% cash due 9/17/2021 (6) — — 45 1,453 — (1,453) — — %
First Lien Revolver, LIBOR+5.00% cash due 3/17/2021 6.00 % 1,009 — 76 1,009 — (221) 788 0.1 %
1 unchanged sentence
Senior Loan Fund JV I, LLC (6) Multi-Sector Holdings
−Removed: Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC — — 2,036 99,813 — (99,813) — — %
−Removed: Class B Mezzanine Secured Deferrable Fixed Rate Notes, 10% cash due 2036 in SLF Repack Issuer 2016 LLC — — 707 29,520 67 (29,587) — — %
Subordinated Debt, LIBOR+7.00% cash due 12/29/2028 7.17 % 96,250 — 8,055 96,250 — — 96,250 10.5 %
7 unchanged sentences
Assembled Brands Capital LLC Specialized Finance
−Removed: First Lien Delayed Draw Term Loan, LIBOR+6.00% cash due 10/17/2023 8.10 % $ 5,585 $ — $ 225 $ — $ 5,605 $ (20) $ 5,585 0.6 %
+Added: First Lien Revolver, LIBOR+6.00% cash due 10/17/2023 7.00 % $ 4,688 $ — $ 487 $ 5,585 $ 2,036 $ (3,427) $ 4,194 0.5 %
1,609,201 Class A Units — — 782 — (299) 483 0.1 %
2 unchanged sentences
Caregiver Services, Inc.
−Removed: Healthcare services
+Added: Health Care Services
1,080,399 shares of Series A Preferred Stock, 10% — — — 1,784 — (1,043) 741 0.1 %
7 unchanged sentences
Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
−Removed: (4) Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities.
+Added: (4) Gross reductions include decreases in the cost basis of investments resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities.
Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
1 unchanged sentence
In accordance with ASU 2013-08, the Company has deemed the holding company to be an investment company under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding company and to recognize dividend income versus a combination of interest income and dividend income.
−Removed: Accordingly, the debt and equity investments in the holding company is disregarded for accounting purposes since the economic substance of this instrument is an equity investment in the operating entity.
+Added: Accordingly, the debt and equity investments in the wholly-owned holding company are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
(6) Together with Kemper, the Company co-invests through SLF JV I.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.