LOS ANGELES, Calif., March 19, 2021 (GLOBE NEWSWIRE) – Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“OCSL”) is pleased to announce the closing of the previously announced merger with Oaktree Strategic Income Corporation (“OCSI”), with OCSL as the surviving company. Based on financial information as of December 31, 2020, the merged company has assets of over $ 2.2 billion on a pro forma basis.
Armen Panossian, CEO and Chief Investment Officer of OCSL, said: “We are delighted to have completed this merger, which we believe represents an important step in our plan to further increase shareholder value. . With this combination, we gain greater scale, greater portfolio diversity and greater financial flexibility while maintaining our strategy of investing in opportunities that match Oaktree’s value-driven investing style. “
As part of the merger, former OCSI shareholders will receive 1.3371 OCSL shares for each OCSI share based on the final exchange ratio, subject to payment in cash instead of fractional shares. . As a result of the merger, the former shareholders of OCSL and the former shareholders of OCSI respectively own approximately 78.2% and 21.8% of the combined company at closing.
In addition, in connection with the closing of the Merger, and as previously announced, OCSL and Oaktree Fund Advisers, LLC (“Oaktree”) have amended the existing investment advisory agreement to provide that Oaktree will waive $ 750,000 of the base management fee payable to it under the Investment Advisory Agreement in each of the eight quarters immediately following the closing of the transaction (for an aggregate waiver of $ 6.0 million of the base management fee).
Prior to the closing of the Merger, the Board of Directors of OCSI has determined that the amount of the previously announced Conditional Special Distribution will be $ 0.10 per share, payable on or about today to shareholders of record of OCSI on March 17, 2021 who held their shares until today.
Keefe, Bruyette and Woods, a Stifel company, served as financial advisor and Stradley Ronon Stevens & Young, LLP served as legal advisor to the OCSL Special Committee. Houlihan Lokey Capital, Inc. acted as financial advisor and Dechert LLP as legal advisor to the OCSI Special Committee. Proskauer Rose LLP has served as legal counsel to OCSL, OCSI and Oaktree.
About Oaktree Specialty Lending Corporation
Oaktree Specialty Lending Corporation (NASDAQ: OCSL) is a specialty finance company dedicated to providing one-stop personalized lending solutions to businesses with limited access to public or syndicated capital markets. OCSL’s investment objective is to generate current income and capital appreciation by providing businesses with flexible and innovative financing solutions, including first and second lien loans, unsecured and mezzanine loans. and preferred shares. OCSL is regulated as a business development company under the Investment Companies Act of 1940, as amended, and is managed by Oaktree Fund Advisors, LLC, a subsidiary of Oaktree Capital Management, LP For more for information, please visit the OCSL website at www.oaktreespecialtylending.com.
Some of the statements contained in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. Forward-looking statements may include statements regarding: OCSL’s future operating results and distribution projections; the business outlook for OCSL and the outlook for the companies in its portfolio; and the impact of the investments OCSL expects to make. In addition, words such as “anticipate”, “believe”, “expect”, “seek”, “plan”, “should”, “estimate”, “plan” and “intend” indicate statements forward-looking, but not forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including uncertainties associated with (i) changes in the economy, financial markets and political environment; (ii) risks associated with possible disruptions to OCSL operations or to the economy generally due to terrorism, natural disasters or the COVID-19 pandemic; (iii) future changes in laws or regulations (including the interpretation of such laws and regulations by regulatory authorities); (iv) conditions in OCSL’s operating areas, in particular with regard to business development companies or regulated investment companies; (v) general considerations associated with the COVID-19 pandemic; and (vi) other considerations which may be disclosed from time to time in documents and filings publicly released by OCSL. OCSL has based the forward-looking statements included in this press release on information available to it as of the date of this press release, and OCSL assumes no obligation to update these forward-looking statements. While OCSL assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to review any additional disclosures OCSL may. make you directly or through reports that OCSL in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
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