SEC Form SC 13D/A filed by Oaktree Specialty Lending Corporation (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

 

Oaktree Specialty Lending Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

67401P 108

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

With a copy to:

William J. Tuttle

Kirkland & Ellis LLP

1301 Pennsylvania Avenue NW

Washington, DC 20004

(202) 389-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 67401P 108		13D		Page 2 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Capital Management, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     11,210,533
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     11,210,533

11		Aggregate Amount Beneficially Owned by Each Reporting Person     11,210,533
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     6.1%
14		Type of Reporting Person     PN

CUSIP No. 67401P 108		13D		Page 3 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Capital Management GP, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     11,210,533 (1)
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     11,210,533 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     11,210,533 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     6.1%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as general partner of Oaktree Capital Management, L.P.

CUSIP No. 67401P 108		13D		Page 4 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Atlas OCM Holdings, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     0
				8		Shared Voting Power     11,210,533 (1)
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     11,210,533 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     11,210,533 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     6.1%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as sole managing member of Oaktree Capital Management GP, LLC

CUSIP No. 67401P 108		13D		Page 5 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Capital Group, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF; OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     0
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,014,511 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     2.7%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

CUSIP No. 67401P 108		13D		Page 6 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Capital I, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     WC
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511
				8		Shared Voting Power     0
				9		Sole Dispositive Power     5,014,511
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,014,511
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     2.7%
14		Type of Reporting Person     PN

 

CUSIP No. 67401P 108		13D		Page 7 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     OCM Holdings I, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     0
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,014,511 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     2.7%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 67401P 108		13D		Page 8 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Holdings, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     0
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     5,014,511 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     2.7%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

CUSIP No. 67401P 108		13D		Page 9 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Oaktree Capital Group Holdings GP, LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF, OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     11,210,533 (2)
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     11,210,533 (2)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     16,225,044 (3)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     8.8%
14		Type of Reporting Person     OO

 

(1)	Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC.

(2)	Solely in its capacity as the indirect owner of the class B units of Atlas OCM Holdings, LLC.

(3)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 67401P 108		13D		Page 10 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     Brookfield Corporation
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF, OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Ontario, Canada

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     11,210,533 (2)
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     11,210,533 (2)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     16,225,044 (3)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     8.8%
14		Type of Reporting Person     HC

 

(1)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

(2)	Solely in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, LLC.

(3)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 67401P 108		13D		Page 11 of 15 Pages

 

1		Name of Reporting Person or I.R.S. Identification No. of Above Person     BAM Partners Trust
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     AF, OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Ontario, Canada

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     5,014,511 (1)
				8		Shared Voting Power     11,210,533 (1)
				9		Sole Dispositive Power     5,014,511 (1)
				10		Shared Dispositive Power     11,210,533 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     16,225,044 (1)
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     8.8%
14		Type of Reporting Person     HC

 

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation.

CUSIP No. 67401P 108		13D		Page 12 of 15 Pages

 

This statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 21, 2017 (the “Original Statement”) by Oaktree Capital Management, L.P. (“Oaktree”) and the other persons named therein, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on November 1, 2017 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on May 14, 2019 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on November 27, 2019 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on January 30, 2020 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on December 15, 2020 (“Amendment No. 5”) , Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on March 26, 2021 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed with the Securities and Exchange Commission on June 2, 2021 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed with the Securities and Exchange Commission on September 22, 2021 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed on January 13, 2022 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed on April 1, 2022 (“Amendment No. 10”) and Amendment No. 11 to Schedule 13D filed on August 16, 2022 (“Amendment No. 11” and, together with the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “Prior Statements”), is hereby amended and supplemented by this Amendment No. 12 to Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Statements. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged.

Item 2. Identity and Background

Item 2 of the Prior Statements is hereby amended and supplemented as follows:

With effect from December 9, 2022, Brookfield Asset Management Inc., an Ontario corporation, changed its name to Brookfield Corporation (“BAM”).

D. Richard Masson resigned as a member of the Board of Directors of Atlas OCM Holdings and OCG effective December 31, 2022.

Item 5. Interest in Securities of the Issuer

Items 5(a) – 5(c) of the Prior Statements are amended and restated in their entirety as follows:

As a result of the Voting Agreement described in Item 6 of the Original Statement and Item 3 of Amendment No. 2 among Oaktree and the Tannenbaum Stockholders, Oaktree may be deemed to be beneficially own 11,210,533 shares, or approximately 6.1%, of the issued and outstanding shares of Common Stock, which shares of Common Stock (the “Tannenbaum Shares”) are held by Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation and the Tannenbaum Family 2012 Trust (collectively, the “Tannenbaum Stockholders”).

As a result of Oaktree Capital I purchasing 276,000 shares of Common Stock in the open market, acquiring 524,143 shares of Common Stock pursuant to the Merger Agreement and acquiring 4,214,368 shares of Common Stock pursuant the Purchase Agreement, Oaktree Capital I may be deemed to beneficially own 5,014,511 shares (collectively, the “Oaktree Shares”), or approximately 2.7%, of the issued and outstanding shares of Common Stock.

OCM GP LLC, in its capacity as the general partner of Oaktree, has the ability to direct the management of Oaktree, including the power to direct the decisions of Oaktree regarding the voting and disposition of securities beneficially owned by Oaktree. Therefore, OCM GP LLC may be deemed to have indirect beneficial ownership of the Tannenbaum Shares.

Atlas OCM Holdings, in its capacity as the sole managing member of OCM GP LLC, has the ability to direct the management of OCM GP LLC, including the power to direct the decisions of OCM GP LLC regarding the voting and disposition of securities beneficially owned by OCM GP LLC. Therefore, Atlas OCM Holdings may be deemed to have indirect beneficial ownership of the Tannenbaum Shares.

Holdings I, in its capacity as the general partner of Oaktree Capital I, has the ability to direct the management of Oaktree Capital I’s business, including the power to direct the decisions of Oaktree Capital I regarding the voting and disposition of securities held by Oaktree Capital I. Therefore, Holdings I may be deemed to have indirect beneficial ownership of the Oaktree Shares.

CUSIP No. 67401P 108		13D		Page 13 of 15 Pages

 

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities beneficially owned by Holdings I. Therefore, Holdings may be deemed to have indirect beneficial ownership of the Oaktree Shares.

OCG, in its capacity as managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the voting and disposition of securities beneficially owned by Holdings. Therefore, OCG may be deemed to have indirect beneficial ownership of the Oaktree Shares.

OCGH GP, in its capacity as the indirect owner of the class B units of OCG, has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities beneficially owned by OCG. In addition, OCGH GP, in its capacity as the indirect owner of the class B units of Atlas OCM Holdings, has the ability to appoint and remove certain directors of Atlas OCM Holdings and, as such, may indirectly control the decisions of Atlas OCM Holdings regarding the voting and disposition of securities beneficially owned by Atlas OCM Holdings. Therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Oaktree Shares and the Tannenbaum Shares.

BAM, in its capacity as the indirect owner of the class A units of OCG, has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities beneficially owned by Holdings. In addition, BAM, in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, has the ability to appoint and remove certain directors of Atlas OCM Holdings and, as such, may indirectly control the decisions of Atlas OCM Holdings regarding the voting and disposition of securities beneficially owned by Atlas OCM Holdings. Therefore, BAM may be deemed to have indirect beneficial ownership of the Oaktree Shares and the Tannenbaum Shares.

BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the voting and disposition of securities beneficially owned by BAM. Therefore, BAM Partnership may be deemed to have indirect beneficial ownership of the Oaktree Shares and the Tannenbaum Shares.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

To the actual knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock, other than Bruce A. Karsh, who beneficially owns 33,427 shares of Common Stock, and John B. Frank, who beneficially owns 162,789 shares of Common Stock (of which (i) 44,663 shares are held directly by Mr. Frank and (ii) 118,126 shares are held by a member of Mr. Frank’s family and he may be deemed to have voting and/or investment power with respect to, but he has no pecuniary interest in, such shares); provided, however, that because of each Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of Common Stock reported herein, and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement, other than Mr. Frank with respect to shares of Common Stock directly owned by him.

CUSIP No. 67401P 108		13D		Page 14 of 15 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 9, 2023

 

CUSIP No. 67401P 108		13D		Page 15 of 15 Pages