LOS ANGELES, CA, Sept. 15, 2022 (GLOBE NEWSWIRE) — Oaktree Specialty Lending Corporation OCSL (“OCSL”) and Oaktree Strategic Income II, Inc. (“OSI II”) announced today that they have entered into an agreement to combine with OCSL as the surviving company, subject to shareholder approval and customary closing conditions. The boards of OCSL and OSI II unanimously approved the transaction upon the recommendation of separate special committees composed only of certain independent directors.
Under the terms of the proposed merger, OSI II shareholders will receive a number of OCSL common shares with a net asset value (“NAV”) equal to the NAV of the OSI II common shares they hold at the closing date. The exchange ratio will result in an ownership split of the combined company based on the respective NAVs of OCSL and OSI II, each to be determined shortly before closing. For illustration, based on NAVs as of June 30, 2022 and excluding transaction costs and tax-related distributions, OCSL would issue approximately 2.71 shares of its common stock for each OSI II common share outstanding, resulting in a pro forma ownership of 79.5% current OCSL shareholders and 20.5% for current OSI II shareholders.
In support of the transaction, Oaktree Fund Advisors, LLC (“Oaktree”), the investment advisor to OCSL and OSI II, has agreed to waive $9.0 million of OCSL’s basic management fees as follows: $6.0 million at a rate of $1.5 million per quarter (with such amount prorated appropriately for each sub-quarter) for the first year following the Completion of the Merger; and $3.0 million at a rate of $750,000 per quarter (with such amount prorated for each sub-quarter appropriately prorated) in the second year following the completion of the merger.
Armen Panossian, Chief Executive Officer and Chief Investment Officer of OCSL and OSI II and Chairman of OSI II, said, “We are pleased to announce the merger of OCSL and OSI II….
