SUBJECT TO COMPLETION, DATED MAY 11, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(to Prospectus dated January 13, 2020)
$
Oaktree Specialty Lending Corporation
% Notes
due
We are offering $ in aggregate
principal amount of % notes due , which we refer to as the Notes. The Notes will mature on
, . We will pay interest on the Notes on
and of each year, beginning
, 2021. We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under the caption
Description of the NotesOptional Redemption in this prospectus supplement. In addition, holders of the Notes can require us to repurchase the Notes at 100% of their principal amount upon the occurrence of a Change of Control
Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will be our direct, unsecured obligation and rank pari passu, or equal in right of payment, with all outstanding and
future unsecured unsubordinated indebtedness issued by us. As of March 31, 2021, we had approximately $1,114.8 million of principal debt outstanding of which $300.0 million was unsecured and unsubordinated indebtedness,
$239.8 million was secured indebtedness of our consolidated subsidiaries and $575.0 million was secured indebtedness of Oaktree Specialty Lending Corporation. None of our current indebtedness will be subordinated to the Notes.
We are a specialty finance company that looks to provide customized, one-stop credit
solutions to companies with limited access to public or syndicated capital markets. We are 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 of 1940, as amended. Our 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. We may also seek to generate capital
appreciation and income through secondary investments at discounts to par in either private or syndicated transactions. We generally invest in securities that are rated below investment grade by rating agencies or that would be rated below
investment grade if they were rated. Below investment grade securities, which are often referred to as high yield and junk, have predominantly speculative characteristics with respect to the issuers capacity to pay
interest and repay principal.
An investment in the Notes involves certain risks, including, among other things, the risk of leverage and risks relating
to investments in securities of small, private and developing businesses. You should review carefully the risks and uncertainties, including the risk of leverage, described in the section titled Risk Factors
beginning on page S-9 of this prospectus supplement, page 5 of the accompanying prospectus or otherwise included in or incorporated by reference herein or the accompanying prospectus
and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying
prospectus before investing in our securities.
This prospectus supplement, the accompanying prospectus, any free
writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor should know before investing in the Notes. Please read
this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before investing and keep them for future reference. We
file periodic reports, current reports, proxy statements and other information with the Securities and Exchange Commission. You may obtain this information free of charge or make an investor inquiry by contacting us at 333 South Grand Ave., 28th Floor, Los Angeles, CA 90071 or by calling us collect at (213) 830-6300 or on our website at oaktreespecialtylending.com. Except
for the documents incorporated by reference into this prospectus supplement or the accompanying prospectus, information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus. The Securities
and Exchange Commission also maintains a website at www.sec.gov that contains such information.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discount (sales load)
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%
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$
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Proceeds to us before expenses(2)
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%
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$
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(1)
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The public offering price set forth above does not include accrued interest, if any. Interest on
the Notes will accrue from May , 2021 and must be paid by the purchaser if the Notes are delivered after May , 2021.
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(2)
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Before deducting estimated offering expenses of $0.8 million payable by us in connection
with this offering. See Underwriting.
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THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF
A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Delivery of
the Notes in book-entry form through The Depository Trust Company will be made on or about May , 2021.
Joint Book-Running Managers
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RBC Capital Markets
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Citigroup
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Deutsche Bank Securities
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SMBC Nikko
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Prospectus Supplement dated May , 2021