8-K
filed January 23, 2023, 6:59 PM ET
CIK 0001744179
M&A
confidence high
sentiment neutral
materiality 0.85
Oaktree Strategic Income II, Inc.: M&A transaction — Oaktree Strategic Income II merges into Oaktree Specialty Lending; OSI2 stockholders get 0.9115 OCSL shares
Oaktree Strategic Income II, Inc.
- Merger closed January 23, 2023; each OSI2 share converted to 0.9115 OCSL shares, with cash for fractional shares.
- Combined company has pro forma assets over $3.3B based on Dec 31, 2022 data; legacy OCSL holders own 79.4%, former OSI2 holders 20.6%.
- Oaktree waives $9M of base management fees: $6M in year one, $3M in year two.
- OSI2's directors and officers resigned; Merger Sub directors/officers assumed roles.
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 Strategic Income II, Inc.: Certificate of incorporation amended and restated to become the second amended and restated certificate of incorporation of OSI2.
- Change
- charter amendment
Exact text from the filing
the amended and restated certificate of incorporation of OSI2 was amended and restated in the form of the certificate of incorporation of Merger Sub and became the second amended and restated certificate of incorporation of OSI2
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Oaktree Strategic Income II, Inc.: Bylaws replaced with Merger Sub's bylaws, becoming the second amended and restated bylaws of OSI2.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of Merger Sub, as in effect immediately prior to the effective time of the First Merger, became the second amended and restated bylaws of OSI2 (as the surviving corporation in the First Merger)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Oaktree Strategic Income II, Inc. underwent a change of control involving Oaktree Specialty Lending Corporation (closed 2023-01-23).
- Action
- change of control
- Counterparty
- Oaktree Specialty Lending Corporation
- Closing
- 2023-01-23
Exact text from the filing
On January 23, 2023, Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), completed its previously announced acquisition of Oaktree Strategic Income II, Inc. (“OSI2”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 14, 2022, by and among OSI2, OCSL, Project Superior Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of OCSL (“Merger Sub”), and, solely for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and the investment adviser to each of OCSL and OSI2.
View on SEC.gov
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