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SEC Filings

OAKTREE STRATEGIC INCOME CORP filed this Form DEFA14A on 05/08/2019
Entire Document

On May 8, 2019, Oaktree Strategic Income Corporation (the “Company”, “OCSI”, “we”, “us” and “our”) held a conference call to review its financial and operating results for the second fiscal quarter ended March 31, 2019. During the call, Mathew Pendo, Chief Operating Officer of OCSI, made the following remarks regarding the pending transaction between Oaktree Capital Group, LLC (together with its affiliates, including Oaktree Capital Management, L.P., “Oaktree”) and Brookfield Asset Management Inc. (“Brookfield”):

“Finally, I want to give you some detail on the pending Brookfield transaction with Oaktree and how it affects OCSI.

As you know, the parent company to our investment adviser, Oaktree Capital Group, LLC, entered into a transaction with Brookfield Asset Management, whereby Brookfield will hold an approximately 62% economic interest in Oaktree’s business, and Oaktree’s founders and certain other members of Oaktree’s management and employees will own the remaining 38% when the initial transaction closes. The transaction is structured so that Oaktree’s current management will maintain actual control of the management of Oaktree, subject to certain limited consent rights held by Brookfield, for an initial period of seven years, or more, following the closing of the deal (or less if certain conditions are triggered).

We do not believe the consummation of the merger with Brookfield would be deemed an ‘assignment’ of the investment advisory agreement between Oaktree and OCSI for purposes of the Investment Company Act of 1940 although such a determination is inherently uncertain. In accordance with the 1940 Act, however, the current investment advisory agreement would automatically terminate upon its ‘assignment’.

To prevent any potential disruption in our ability to provide services to OCSI once an ‘assignment’ is deemed to occur, whether as a result of the merger closing or later on as a result of Brookfield exercising actual control over Oaktree, we recommended to our Board, and the Board approved seeking shareholder approval of a new investment advisory agreement between Oaktree and OCSI.

As such, yesterday we filed a preliminary proxy statement. The terms of the investment advisory agreement will remain unchanged from those in the existing agreement, other than changing the date of its effectiveness.”

Participants in the Solicitation

The Company, its directors and certain of its executive officers, the officers and employees of Oaktree Capital Management, L.P. that provide services to the Company and its subsidiaries pursuant to the Investment Advisory Agreement by and between the Company and Oaktree Capital Management, L.P, the employees of Oaktree Fund Administration, LLC and Brookfield may be deemed to be participants in the solicitation of proxies from stockholders in connection with the special meeting of the Company’s stockholders to be held on June 28, 2019 (the “Special Meeting”).

Additional Information and Where to Find It

The Company plans to file a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Special Meeting (the “Proxy Statement”). Additional information regarding the identity of these potential participants, none of whom owns in excess of 1% of the shares of Company’s common stock (other than Oaktree Capital Management, L.P. and its affiliates who beneficially own approximately 27.1% of the shares of