OCSL and OSI II agree to merge; OCSL to issue shares based on NAV, expected Q2 2023 close

Oaktree Specialty Lending Corp

Exchange ratio based on NAV; illustrative 2.71 OCSL shares per OSI2 share (June 30 NAV).
Pro forma ownership: 79.5% OCSL, 20.5% OSI2 stockholders.
Adviser waives $9M base mgmt fees: $6M in year 1, $3M in year 2 post-close.
Combined portfolio >$3B assets, 158 cos, 89% senior secured, no non-accrual.
Termination fees: ~$9.8M (OSI2) and ~$37.9M (OCSL) if superior proposal appears.

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