8-K
filed January 20, 2023, 6:59 PM ET
ticker OCSL
CIK 0001414932
M&A
confidence high
sentiment positive
materiality 0.75
Oaktree Specialty Lending shareholders approve merger with OSI2; board approves 1-for-3 reverse split
Oaktree Specialty Lending Corp
- OCSL and OSI2 stockholders approved merger; over 96% and 89% support; close expected Jan 23, 2023.
- 1-for-3 reverse stock split approved; reduces outstanding shares from ~183.7M to ~61.2M; effective Jan 23.
- Stockholders ratified Ernst & Young as independent auditor for FY ending Sep 30, 2023.
- John B. Frank and Bruce Zimmerman re-elected to board of directors until 2026 annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Oaktree Specialty Lending Corp: Filed a certificate of amendment to the restated certificate of incorporation to effect a 1-for-3 reverse stock split of common stock (effective 2023-01-20).
- Change
- charter amendment
- Effective
- 2023-01-20
Exact text from the filing
On January 20, 2023, Oaktree Specialty Lending Corporation (the “Company”) filed a certificate of amendment to the Company’s restated certificate of incorporation, as amended and corrected, with the Secretary of State of the State of Delaware to effect a 1-for-3 reverse stock split of the shares of the Company’s common stock
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Oaktree Specialty Lending Corp shareholders approved Election of Directors at the 2023-01-20 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-01-20
Exact text from the filing
The Company’s stockholders elected the following nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2026 annual meeting of stockholders and until his successor is duly elected and qualifies: John B. Frank and Bruce Zimmerman. The tabulation of votes was: Name Votes For Withheld Broker Non-Votes John B. Frank 93,716,999 3,475,554 47,557,422 Bruce Zimmerman 93,783,773 3,408,780 47,557,422
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Oaktree Specialty Lending Corp shareholders approved Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2023-01-20 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-01-20
Exact text from the filing
Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023, as set forth below. Votes For Votes Against Abstain 142,412,414 1,396,584 940,977
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Oaktree Specialty Lending Corp shareholders approved Approval of Amendment to Certificate of Incorporation to Effect Reverse Stock Split at the 2023-01-20 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-20
Exact text from the filing
Proposal 4. The Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation, as amended and corrected, to effect a 1-for-3 reverse stock split of the Company’s common stock, as set forth below. Votes For Votes Against Abstain 134,470,442 7,405,166 2,874,367
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Oaktree Specialty Lending Corp shareholders approved Approval of Issuance of Shares Pursuant to Agreement and Plan of Merger at the 2023-01-20 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-01-20
Exact text from the filing
Proposal 3. The Company’s stockholders approved the issuance of shares of the Company’s common stock, par value $0.01 per share, pursuant to the Agreement and Plan of Merger, dated as of September 14, 2022, among Oaktree Strategic Income II, Inc., a Delaware corporation (“OSI2”), the Company, Project Superior Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and, for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and investment adviser to each of the Company and OSI2, as set forth below. Votes For Votes Against Abstain Broker Non-Votes 93,386,807 2,437,582 1,368,164 47,557,422
View on SEC.gov
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