OCSL 10-Q Quarterly Report June 30, 2018 | Alphaminr
Oaktree Specialty Lending Corp

OCSL 10-Q Quarter ended June 30, 2018

OAKTREE SPECIALTY LENDING CORP
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10-Q 1 ocsl-063018x10xq.htm 10-Q Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-33901
Oaktree Specialty Lending Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(State or jurisdiction of
incorporation or organization)
26-1219283
(I.R.S. Employer
Identification No.)
333 South Grand Avenue, 28th Floor
Los Angeles, CA
(Address of principal executive office)
90071
(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(213) 830-6300
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES þ NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES ¨ NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
(Do not check if a smaller reporting company)
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    YES ¨ NO þ
The registrant had 140,960,651 shares of common stock outstanding as of August 7, 2018.





OAKTREE SPECIALTY LENDING CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2018

TABLE OF CONTENTS

Item 3.
Item 4.
Item 5.









PART I — FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements.
Oaktree Specialty Lending Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
June 30, 2018 (unaudited)
September 30, 2017
ASSETS
Investments at fair value:
Control investments (cost June 30, 2018: $266,097; cost September 30, 2017: $444,826)
$
223,421

$
305,271

Affiliate investments (cost June 30, 2018: $1,080; cost September 30, 2017: $33,743)
2,161

36,983

Non-control/Non-affiliate investments (cost June 30, 2018: $1,416,632; cost September 30, 2017: $1,279,096)
1,294,936

1,199,501

Total investments at fair value (cost June 30, 2018: $1,683,809; cost September 30, 2017: $1,757,665)
1,520,518

1,541,755

Cash and cash equivalents
56,615

53,018

Restricted cash
499

6,895

Interest, dividends and fees receivable
8,102

6,892

Due from portfolio companies
15,757

5,670

Receivables from unsettled transactions
22,538


Deferred financing costs
5,620

1,304

Other assets
3,108

514

Total assets
$
1,632,757

$
1,616,048

LIABILITIES AND NET ASSETS
Liabilities:

Accounts payable, accrued expenses and other liabilities
$
2,714

$
2,417

Base management fee and Part I incentive fee payable
7,094

6,750

Due to affiliate
4,230

1,815

Interest payable
6,338

3,167

Amounts payable to syndication partners
301

1

Director fees payable

184

Payables from unsettled transactions
166,903

58,691

Credit facilities payable
211,000

255,995

Unsecured notes payable (net of $3,851 and $4,737 of unamortized financing costs as of June 30, 2018 and September 30, 2017, respectively)
386,132

406,115

Secured borrowings at fair value (proceeds June 30, 2018: $12,623; proceeds September 30, 2017: $13,489)
9,950

13,256

Total liabilities
794,662

748,391

Commitments and contingencies (Note 15)

Net assets:
Common stock, $0.01 par value, 250,000 shares authorized; 140,961 shares issued and outstanding as of June 30, 2018 and September 30, 2017
1,409

1,409

Additional paid-in-capital
1,579,278

1,579,278

Net unrealized depreciation on investments, secured borrowings and foreign currency
(160,267
)
(215,677
)
Net realized loss on investments, secured borrowings and unsecured notes payable
(563,004
)
(478,010
)
Accumulated overdistributed net investment income
(19,321
)
(19,343
)
Total net assets (equivalent to $5.95 and $6.16 per common share as of June 30, 2018 and September 30, 2017, respectively) (Note 12)
838,095

867,657

Total liabilities and net assets
$
1,632,757

$
1,616,048

See notes to Consolidated Financial Statements.

1


Oaktree Specialty Lending Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
Three months ended
June 30, 2018
Three months ended
June 30, 2017
Nine months ended
June 30, 2018
Nine months ended
June 30, 2017
Interest income:
Control investments
$
2,737

$
3,710

$
9,011

$
11,104

Affiliate investments
161

977

2,027

2,961

Non-control/Non-affiliate investments
23,629

33,892

71,727

106,409

Interest on cash and cash equivalents
107

214

440

497

Total interest income
26,634

38,793

83,205

120,971

PIK interest income:
Control investments
1,045

1,523

3,446

5,445

Affiliate investments
52

195

416

592

Non-control/Non-affiliate investments
360

855

1,408

2,928

Total PIK interest income
1,457

2,573

5,270

8,965

Fee income:
Control investments
697

307

945

929

Affiliate investments

12

48

741

Non-control/Non-affiliate investments
1,728

2,085

6,405

7,155

Total fee income
2,425

2,404

7,398

8,825

Dividend and other income:
Control investments
1,331

1,080

4,629

3,384

Non-control/Non-affiliate investments

67


87

Total dividend and other income
1,331

1,147

4,629

3,471

Total investment income
31,847

44,917

100,502

142,232

Expenses:
Base management fee
5,909

7,912

16,885

24,561

Part I incentive fee
2,733

3,482

6,810

10,713

Professional fees
924

952

4,837

3,739

Board of Directors fees
154

205

507

595

Interest expense
8,291

11,262

26,405

37,163

Administrator expense
466

407

1,351

1,557

General and administrative expenses
488

1,367

2,326

4,154

Loss on legal settlements



3

Total expenses
18,965

25,587

59,121

82,485

Fees waived
(1,548
)
(60
)
(1,634
)
(182
)
Insurance recoveries



(1,259
)
Net expenses
17,417

25,527

57,487

81,044

Net investment income
14,430

19,390

43,015

61,188

Unrealized appreciation (depreciation) on investments and foreign currency:
Control investments
97,000

(2,479
)
89,825

12,030

Affiliate investments
72

(839
)
(2,159
)
(1,501
)
Non-control/Non-affiliate investments
1,810

(9,953
)
(34,696
)
8,368

Net unrealized appreciation (depreciation) on investments and foreign currency
98,882

(13,271
)
52,970

18,897

Net unrealized (appreciation) depreciation on secured borrowings
377

124

2,440

(294
)
Realized gain (loss) on investments and secured borrowings:
Control investments
(91,470
)
(13,058
)
(91,470
)
(58,994
)
Affiliate investments


2,048


Non-control/Non-affiliate investments
2,033

758

4,548

(92,295
)
Net realized loss on investments and secured borrowings
(89,437
)
(12,300
)
(84,874
)
(151,289
)
Redemption premium on unsecured notes payable


(120
)

Net increase (decrease) in net assets resulting from operations
$
24,252

$
(6,057
)
$
13,431

$
(71,498
)
Net investment income per common share — basic and diluted
$
0.10

$
0.14

$
0.31

$
0.43

Earnings (loss) per common share — basic and diluted (Note 5)
$
0.17

$
(0.04
)
$
0.10

$
(0.50
)
Weighted average common shares outstanding — basic and diluted
140,961

140,961

140,961

141,599

Distributions per common share
$
0.095

$
0.02

$
0.305

$
0.34

See notes to Consolidated Financial Statements.

2



Oaktree Specialty Lending Corporation
Consolidated Statements of Changes in Net Assets
(in thousands, except per share amounts)
(unaudited)

Nine months ended
June 30, 2018
Nine months ended
June 30, 2017
Operations:
Net investment income
$
43,015

$
61,188

Net unrealized appreciation on investments
52,970

18,897

Net unrealized (appreciation) depreciation on secured borrowings
2,440

(294
)
Net realized loss on investments and secured borrowings
(84,874
)
(151,289
)
Redemption premium on unsecured notes payable

(120
)

Net increase (decrease) in net assets resulting from operations
13,431

(71,498
)
Stockholder transactions:
Contributions from stockholders

287

Distributions to stockholders
(42,993
)
(47,827
)
Net decrease in net assets from stockholder transactions
(42,993
)
(47,540
)
Capital share transactions:
Issuance of common stock under dividend reinvestment plan
1,239

2,264

Repurchases of common stock under dividend reinvestment program
(1,239
)
(2,264
)
Repurchases of common stock under stock repurchase program

(12,500
)
Net decrease in net assets from capital share transactions

(12,500
)
Total decrease in net assets
(29,562
)
(131,538
)
Net assets at beginning of period
867,657

1,142,288

Net assets at end of period
$
838,095

$
1,010,750

Net asset value per common share
$
5.95

$
7.17

Common shares outstanding at end of period
140,961

140,961



See notes to Consolidated Financial Statements.

3

Oaktree Specialty Lending Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Nine months ended
June 30, 2018
Nine months ended
June 30, 2017
Operating activities:
Net increase (decrease) in net assets resulting from operations
$
13,431

$
(71,498
)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
Net unrealized appreciation on investments
(52,970
)
(18,897
)
Net unrealized appreciation (depreciation) on secured borrowings
(2,440
)
294

Net realized loss on investments and secured borrowings
84,874

151,289

Redemption premium on unsecured notes payable
120


PIK interest income, net of PIK interest income collected
(3,977
)
(4,966
)
Non-cash fee income

(189
)
Accretion of original issue discount on investments
(4,779
)
(10,077
)
Accretion of original issue discount on unsecured notes payable
198

200

Amortization of deferred financing costs
2,745

3,234

Purchases of investments and net revolver activity
(836,885
)
(400,295
)
Principal payments received on investments (scheduled payments)
28,222

21,326

Principal payments received on investments (payoffs)
594,379

577,909

Proceeds from the sale of investments
212,374

58,853

Changes in operating assets and liabilities:
(Increase) decrease in restricted cash
6,396

(2,614
)
(Increase) decrease in interest, dividends and fees receivable
(1,210
)
7,410

Increase in due from portfolio companies
(10,087
)
(2,410
)
(Increase) decrease in receivables from unsettled transactions
(22,538
)
5,346

Decrease in insurance recoveries receivable

19,729

Increase in other assets
(2,594
)
(1,463
)
Increase in accounts payable, accrued expenses and other liabilities
297

450

Increase (decrease) in base management fee and Part I incentive fee payable
344

(6,873
)
Increase (decrease) in due to affiliate
2,415

(834
)
Increase in interest payable
3,171

4,317

Increase in payables from unsettled transactions
108,212

17,515

Decrease in director fees payable
(184
)
(362
)
Decrease in legal settlements payable

(19,500
)
Increase (decrease) in amounts payable to syndication partners
300

(754
)
Net cash provided by operating activities
119,814

327,140

Financing activities:
Contributions received in cash

287

Distributions paid in cash
(41,754
)
(45,563
)
Repayments of borrowings under SBA debentures payable

(65,300
)
Borrowings under credit facilities
309,000

219,082

Repayments of borrowings under credit facilities
(353,995
)
(389,882
)
Repurchase of unsecured notes
(21,188
)

Repayments of secured borrowings
(866
)
(5,119
)
Repurchases of common stock under stock repurchase program

(12,500
)
Repurchases of common stock under dividend reinvestment plan
(1,239
)
(2,264
)
Deferred financing costs paid
(6,175
)
(182
)
Net cash used by financing activities
(116,217
)
(301,441
)
Net increase in cash and cash equivalents
3,597

25,699

Cash and cash equivalents, beginning of period
53,018

117,923

Cash and cash equivalents, end of period
$
56,615

$
143,622

Supplemental information:
Cash paid for interest
$
20,291

$
29,413

Non-cash operating activities:
Purchases of investments from restructurings
$

$
(165,759
)
Proceeds from investment restructurings
$

$
165,759

Non-cash financing activities:
Issuance of shares of common stock under dividend reinvestment plan
$
1,239

$
2,264

See notes to Consolidated Financial Statements.

4

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value
Control Investments (3)(15)
First Star Bermuda Aviation Limited (11)(16)
Airlines
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
$
11,868

$
11,563

$
11,868

100% equity interest (6)
5,192

5,646

16,755

17,514

First Star Speir Aviation Limited (11)(16)
Airlines
First Lien Term Loan, 9% cash due 12/15/2020
32,510

24,686

32,510

100% equity interest (6)
8,500

4,385

33,186

36,895

Keypath Education, Inc. (26)
Advertising
First Lien Term Loan, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
9.33
%
19,960

19,960

19,960

First Lien Revolver, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
9.33
%



9,073 Class A Units in FS AVI Holdco, LLC
10,648

7,984

30,608

27,944

New IPT, Inc.
Oil & gas equipment services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
7.33
%
4,107

4,107

4,107

Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021 (13)
7.43
%
1,753

1,753

1,753

First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
7.33
%
1,009

1,009

1,009

50.087 Class A Common Units in New IPT Holdings, LLC

2,291

6,869

9,160

Senior Loan Fund JV I, LLC (11)(17)(18)
Multi-sector holdings
Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC (13)
7.93
%
100,444

100,444

100,444

Class B Mezzanine Secured Deferrable Fixed Rate Notes, 10% cash due 2036 in SLF Repack Issuer 2016 LLC
29,532

29,532

29,532

87.5% LLC equity interest (6)(25)
16,172

1,932

146,148

131,908

TransTrade Operators, Inc.
Air freight & logistics
First Lien Term Loan, 5% cash due 12/31/2017 (22)(24)
15,973

15,574


First Lien Revolver, 8% cash due 12/31/2017 (22)(24)
7,757

7,757


596.67 Series A Common Units


4,000 Series A Preferred Units in TransTrade Holdings LLC
4,000


5,200,000 Series B Preferred Units in TransTrade Holdings LLC
5,200


32,531


Total Control Investments (26.7% of net assets)
$
266,097

$
223,421

Affiliate Investments (4)
Caregiver Services, Inc.
Healthcare services
1,080,399 Shares of Series A Preferred Stock, 10%
$
1,080

$
2,161

1,080

2,161

Total Affiliate Investments (0.3% of net assets)
$
1,080

$
2,161

See notes to Consolidated Financial Statements.


5

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Non-Control/Non-Affiliate Investments (7)
4 Over International, LLC
Commercial printing
First Lien Term Loan, LIBOR+6% (1% floor) cash due 6/7/2022 (13)
7.98
%
$
5,953

$
5,900

$
5,952

First Lien Revolver, LIBOR+6% (1% floor) cash due 6/7/2021 (10)(13)
7.98
%
(17
)

5,883

5,952

99 Cents Only Stores LLC
General merchandise stores
First Lien Term Loan LIBOR+5% cash 1.5% PIK due 1/13/2022 (13)(21)
7.32
%
23,801

22,861

22,631

22,861

22,631

Access CIG LLC
Diversified support services
Second Lien Term Loan, LIBOR+7.75% cash due 2/14/2026 (13)(21)
9.84
%
14,235

14,114

14,283

Second Lien Delayed Draw Term Loan, LIBOR+7.75% cash due 2/14/2026 (13)(21)
9.84
%

2

14,114

14,285

ACON Equity Partners III, LP
Multi-sector holdings
0.13% limited partnership interest (11)(25)
653

680

653

680

Aden & Anais Merger Sub, Inc.
Apparel, accessories & luxury goods
51,645 Common Units in Aden & Anais Holdings, Inc.
5,165


5,165


Advanced Pain Management
Healthcare services
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 8/31/2018 (13)(22)
10.67
%
24,654

22,596


22,596


AdVenture Interactive, Corp. (26)
Advertising
9,073 shares of common stock
13,611

6,557

13,611

6,557

AI Ladder (Luxembourg) Subco S.a.r.l
Electrical components & equipment
First Lien Term Loan B, LIBOR+4.5% cash due 5/4/2025 (11)(13)(21)
6.82
%
40,000

38,800

39,933

38,800

39,933

AirStrip Technologies, Inc.
Internet software & services
22,858.71 Series C-1 Preferred Stock Warrants (exercise price $34.99757) expiration date 5/11/2025
90


90


Airxcel, Inc.
Household appliances
First Lien Term Loan, LIBOR+4.5% cash due 4/28/2025 (13)(21)
6.59
%
8,000

7,922

7,990

7,922

7,990

Algeco Scotsman Global Finance Plc
Construction & engineering
Fixed Rate Bond 10% cash due 8/15/2023 (11)(21)
15,000

14,522

15,188

Fixed Rate Bond 8% cash due 2/15/2023 (11)(21)
16,000

15,893

16,320

30,415

31,508

Allen Media LLC
Movies & entertainment
First Lien Term Loan, LIBOR+9.25% (1% floor) cash due 3/22/2025 (13)
11.34
%
63,015

61,502

61,755

61,502

61,755

Allied Universal Holdco LLC
Security & alarm services
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 7/28/2022 (13)(21)
5.84
%
11,878

11,944

11,724

Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/28/2023 (13)(21)
10.60
%
1,149

1,168

1,143

13,112

12,867


See notes to Consolidated Financial Statements.

6

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Altice Finco SA
Integrated telecommunication services
Fixed Rate Bond 8.125% cash due 1/15/2024 (11)(21)
$
3,000

$
3,056

$
3,000

Fixed Rate Bond 7.625% cash due 2/15/2025 (11)(21)
2,000

2,014

1,793

5,070

4,793

Ancile Solutions, Inc.
Internet software & services
First Lien Term Loan, LIBOR+7% (1% floor) cash due 6/30/2021 (13)
9.33
%
9,715

9,545

9,647

9,545

9,647

Aptos, Inc.
Data processing & outsourced services
First Lien Term Loan B, LIBOR+6.75% (1% floor) cash due 9/1/2022 (13)
8.84
%
5,342

5,266

5,288

5,266

5,288

APX Group Inc
Electrical components & equipment
Fixed Rate Bond 6.375% cash due 12/1/2019 (21)
6,904

6,880

6,921

6,880

6,921

Aretec Group Inc
Investment banking & brokerage
Second Lien Exit Term Loan, LIBOR+5.5% (1% Floor) cash due 5/23/2021 (13)(21)
6.50
%
15,266

15,323

15,323

15,323

15,323

Asset International, Inc.
Research & consulting services
Second Lien Term Loan LIBOR+9.25% (1% floor) cash due 6/29/2025 (13)
11.58
%
15,000

14,679

14,842

14,679

14,842

Asurion, LLC
Property & casualty insurance
First Lien Term Loan B2, LIBOR+6.5% (1% floor) cash due 8/4/2025 (13)(21)
8.59
%
22,000

21,945

22,358

21,945

22,358

Avantor Inc.
Commodity chemicals
Fixed Rate Bond 6% cash due 10/1/2024 (21)
8,000

7,982

7,934

Fixed Rate Bond 9% cash due 10/1/2025 (21)
3,000

2,971

3,030

10,953

10,964

BeyondTrust Holdings LLC
Application software
3.01% Class A membership interests
4,500

5,979

4,500

5,979

Blackhawk Network Holdings, Inc.
Data processing & outsourced services
Second Lien Term Loan, LIBOR+7% (1% Floor) cash due 6/15/2026 (13)(21)
9.13
%
26,250

25,969

26,524

25,969

26,524

Blueline Rental Finance Corp
Industrial machinery
Fixed Rate Bond 9.25% cash due 3/15/2024 (21)
5,000

5,354

5,332

5,354

5,332

BMC Software Finance, Inc.
Internet software & services
First Lien Term Loan, LIBOR+3.25% (1% floor) cash due 9/10/2022 (13)(21)
5.34
%
16,750

16,849

16,718

16,849

16,718

Cablevision Systems Corp.
Integrated telecommunication services
Fixed Rate Bond 10.875% cash due 10/15/2025 (11)(21)
5,897

6,983

6,813

6,983

6,813

See notes to Consolidated Financial Statements.


7

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

California Pizza Kitchen, Inc.
Restaurants
First Lien Term Loan, LIBOR+6% (1% floor) cash due 8/23/2022 (13)(21)
8.10
%
$
4,913

$
4,873

$
4,822

4,873

4,822

Cenegenics, LLC
Healthcare services
First Lien Term Loan, 9.75% cash 2% PIK due 9/30/2019 (22)
28,988

27,738

16,027

First Lien Revolver, 15% cash due 9/30/2019 (22)
2,203

2,203

1,085

452,914.87 Common Units in Cenegenics, LLC
598


345,380.141 Preferred Units in Cenegenics, LLC
300


30,839

17,112

CITGO Holding Inc.
Oil & gas refining & marketing
Fixed Rate Bond 10.75% cash due 2/15/2020 (13)(21)
21,300

22,712

22,764

22,712

22,764

Comprehensive Pharmacy Services LLC
Pharmaceuticals
20,000 Common Shares in MCP CPS Group Holdings, Inc.
2,000

2,848

2,000

2,848

Conviva Inc.
Application software
417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021
105

454

105

454

Covia Holdings Corporation
Oil & gas equipment & services
First Lien Term Loan, LIBOR+3.75% (1% Floor) cash due 6/1/2025 (11)(13)(21)
6.05
%
8,000

8,000

8,011

8,000

8,011

DAE Aviation Holdings
Aerospace & Defense
Fixed Rate Bond 10% cash due 7/15/2023 (21)
1,500

1,621

1,626

1,621

1,626

Datto Inc.
Technology distributors
First Lien Term Loan LIBOR+8% (1% floor) cash due 12/7/2022 (13)
10.05
%
35,000

34,379

34,370

First Lien Revolver LIBOR+8% (1% floor) cash due 12/7/2022 (10)(13)
10.05
%
(42
)
(42
)
34,337

34,328

DFT Intermediate LLC
Specialized finance
First Lien Term Revolver, LIBOR+5.5% (1% floor) cash due 3/1/2022 (13)
7.83
%
3,300

3,224

3,300

3,224

3,300

Dodge Data & Analytics LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 10/31/2019 (13)
11.06
%
7,018

7,018

6,981

500,000 Class A Common Units in Skyline Data, News and Analytics LLC
500

240

7,518

7,221

Dominion Diagnostics, LLC
Healthcare services
Subordinated Term Loan, 11% cash 1% PIK due 10/8/2019 (22)
20,001

15,957

1,040

First Lien Term Loan, LIBOR+5% (1% floor) cash due 4/8/2019 (13)
7.35
%
47,180

35,524

38,164

First Lien Revolver, LIBOR+5% (1% floor) cash due 4/8/2019 (10)(13)




(799
)
51,481

38,405

Edmentum, Inc.
Education services
Unsecured Senior PIK Note, 8.5% PIK due 6/9/2020 (23)
2,594

2,434


Unsecured Junior PIK Note, 10% PIK due 6/9/2020 (23)
12,180

10,227


Unsecured Revolver, 5% cash due 6/9/2020 (22)
2,664

2,631

533

126,127.80 Class A Common Units
126


15,418

533

See notes to Consolidated Financial Statements.

8

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

EOS Fitness Opco Holdings, LLC
Leisure facilities
First Lien Term Loan, LIBOR+8.25% (0.75% floor) cash due 12/30/2019 (13)
10.24
%
$
3,552

$
3,552

$
3,587

First Lien Revolver, LIBOR+8.25% (0.75% floor) cash due 12/30/2019 (13)
10.24
%


487.5 Class A Preferred Units, 12%
488

737

12,500 Class B Common Units
13

829

4,053

5,153

Eton
Research & consulting services
Second Lien Term Loan, LIBOR+7.5% cash due 3/16/2026 (13)(21)
9.48
%
20,000

19,901

20,125

19,901

20,125

ExamSoft Worldwide, Inc.
Internet software & services
180,707 Class C Units in ExamSoft Investor LLC
181


181


Garretson Firm Resolution Group, Inc.
Diversified support services
First Lien Revolver, PRIME+5.5% cash due 5/22/2020 (13)(22)


711

711

625

4,950,000 Preferred Units in GRG Holdings, LP, 8%
495


50,000 Common Units in GRG Holdings, LP
5


1,211

625

Gentiva Health Services, Inc.
Health care services
Second Lien Term Loan, LIBOR+7% 6/21/2026 (13)(21)
9.30
%
14,500

14,400

14,718

14,400

14,718

GKD Index Partners LLC
Specialized finance
First Lien Term Loan, LIBOR+7.25% (1% Floor) cash due 6/29/2023 (13)
9.58
%
24,844

24,597

24,596

First Lien Revolver, LIBOR+7.25% (1% Floor) cash due 6/29/2023 (13)
9.58
%
578

566

566

25,163

25,162

GOBP Holdings Inc.
Food retail
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/21/2022 (13)(21)
10.34
%
4,214

4,182

4,256

4,182

4,256

Golden State Medical Supply, Inc.
Pharmaceuticals
Mezzanine Term Loan, 10% cash 2.5% PIK due 4/24/2021
15,001

15,001

14,988

15,001

14,988

HC2 Holdings Inc.
Multi-sector holdings
Fixed Rate Bond 11% cash due 12/1/2019 (11)(21)
10,500

10,584

10,710

10,584

10,710

HealthEdge Software, Inc.
Application software
482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918) expiration date 9/30/2023
213

771

213

771

I Drive Safely, LLC
Education services
125,079 Class A Common Units of IDS Investments, LLC
1,000


1,000


IBG Borrower LLC
Apparel, accessories & luxury goods
Second Lien Delayed Draw Term Loan, LIBOR+7% (1% floor) cash due 8/2/2022 (13)
9.38
%
14,884

13,100

12,986

13,100

12,986



See notes to Consolidated Financial Statements.

9

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

InMotion Entertainment Group, LLC
Consumer electronics
First Lien Term Loan A, LIBOR+7.25% (1.25% floor) cash due 10/1/2021 (13)
9.59
%
$
11,741

$
11,700

$
11,741

First Lien Term Loan B, LIBOR+7.25% (1.25% floor) cash due 10/1/2021 (13)
9.59
%
5,118

5,027

5,118

First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018 (13)
9.09
%
4,904

4,897

4,904

CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
10.09
%
766

758

766

1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
1,000

1,955

23,382

24,484

Integral Development Corporation
Other diversified financial services
1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024
113


113


Internet Pipeline, Inc.
Internet software & services
Incremental First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 8/1/2022 (13)
8.34
%
5,523

5,465

5,541

5,465

5,541

Janrain, Inc.
Internet software & services
218,008 Common Stock Warrants (exercise price $1.3761) expiration date 12/5/2024
45


45


Jones Energy, Inc.
Oil & gas exploration & production
Fixed Rate Bond 9.25% cash due 3/15/2023 (21)
12,000

11,795

12,060

11,795

12,060

Kason Corporation
Industrial machinery
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
6,086

6,086

5,717

498.6 Class A Preferred Units in Kason Investment, LLC, 8%
499

490

5,540 Class A Common Units in Kason Investment, LLC
55


6,640

6,207

Kellermeyer Bergensons Services, LLC
Diversified support services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 4/29/2022 (13)
10.86
%
6,105

5,919

6,189

5,919

6,189

KIK Custom Products Inc
Household products
First Lien Term Loan B, LIBOR+4% (1% floor) cash due 5/15/2023 (11)(13)(21)
6.09
%
8,000

7,960

7,966

7,960

7,966

L Squared Capital Partners LLC
Multi-sector holdings
2% limited partnership interest (11)(25)
2,633

2,723

2,633

2,723

Lanai Holdings III, Inc.
Healthcare distributors
First Lien Term Loan B, LIBOR+4.75% (1% floor) cash due 8/29/2022 (13)(21)
7.11
%
20,151

19,706

19,294

19,706

19,294

Lannett Company, Inc.
Pharmaceuticals
First Lien Term Loan A, LIBOR+4.75% (1% Floor) cash due 11/25/2020 (11)(13)(21)
6.84
%
1,941

1,944

1,938

1,944

1,938

See notes to Consolidated Financial Statements.

10

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Lift Brands Holdings, Inc.
Leisure facilities
2,000,000 Class A Common Units in Snap Investments, LLC
$
1,399

$
3,013

1,399

3,013

Long's Drugs Incorporated
Pharmaceuticals
50 Series A Preferred Shares in Long's Drugs Incorporated
385

665

25 Series B Preferred Shares in Long's Drugs Incorporated
210

584

595

1,249

Lytx Holdings, LLC
Research & consulting services
3,500 Class A Units


3,500 Class B Units

1,423


1,423

Maverick Healthcare Group, LLC (20)
Healthcare equipment
First Lien Term Loan A, LIBOR+7.5% cash (1.75% floor) cash due 1/15/2018 (13)(22)
9.59
%
$
11,667

9,123

8,749

First Lien Term Loan B, LIBOR+11% cash (1.75% floor) cash due 1/15/2018 (13)(22)
13.09
%
49,099

39,110


CapEx Line, LIBOR+7.75% (1.75% floor) cash due 1/15/2018 (13)(22)
9.84
%
910

685

682

48,918

9,431

Mayfield Agency Borrower Inc.
Property & casualty insurance
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 2/28/2025 (13)(21)
6.59
%
7,500

7,464

7,519

Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 3/2/2026 (13)
10.59
%
37,500

36,959

37,313

44,423

44,832

McAfee, LLC
Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 9/30/2024 (13)(21)
6.59
%
7,940

7,870

7,992

Second Lien Term Loan LIBOR+8.5% (1% floor) cash due 9/29/2025 (13)(21)
10.59
%
8,000

8,047

8,156

15,917

16,148

McDermott Technology (Americas), Inc.
Oil & gas equipment services
First Lien Term Loan B, LIBOR+5% (1% floor) cash due 5/12/2025 (11)(13)(21)
7.09
%
31,222

30,786

31,419

30,786

31,419

MHE Intermediate Holdings, LLC
Diversified support services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/8/2024 (13)
7.33
%
2,970

2,944

2,963

2,944

2,963

Micro Holding Corp.
Internet software & services
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 9/13/2024 (13)(21)
5.84
%
5,955

5,929

5,961

5,929

5,961

Ministry Brands, LLC
Internet software & services
Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
11.75
%
7,056

6,976

7,099

Second Lien Delayed Draw Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
11.75
%
1,944

1,922

1,956

First Lien Revolver PRIME+5% (1% floor) cash due 12/2/2022 (13)
9.00
%
300

291

300

9,189

9,355

Morphe LLC
Personal products
First Lien Term Loan, LIBOR+6% (1% floor) cash due 2/10/2023 (13)
8.33
%
19,750

19,564

19,750

19,564

19,750

Natural Resource Partners LP
Precious metals & minerals
Fixed Rate Bond 10.5% cash due 3/15/2022 (11)(21)
7,000

7,362

7,595

7,362

7,595

See notes to Consolidated Financial Statements.


11

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Navicure, Inc.
Healthcare technology
Second Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/31/2025 (13)
9.59
%
$
14,500

$
14,366

$
14,573

14,366

14,573

Numericable SFR SA
Integrated telecommunication services
Fixed Rate Bond 7.375% cash due 5/1/2026 (11)(21)
5,000

5,119

4,907

5,119

4,907

OmniSYS Acquisition Corporation
Diversified support services
100,000 Common Units in OSYS Holdings, LLC
1,000

898

1,000

898

Onvoy, LLC
Integrated telecommunication services
Second Lien Term Loan, LIBOR+10.5% (1% floor) cash due 2/10/2025 (13)
12.83
%
16,750

16,750

13,481

19,666.67 Class A Units in GTCR Onvoy Holdings, LLC
1,967

166

13,664.73 Series 3 Class B Units in GTCR Onvoy Holdings, LLC


18,717

13,647

P2 Upstream Acquisition Co.
Application software
First Lien Revolver, LIBOR+4% (1% floor) cash due 11/1/2018 (10)(13)(21)



(63
)

(63
)
Pingora MSR Opportunity Fund I-A, LP
Thrift & mortgage finance
1.86% limited partnership interest (11)(25)
5,790

4,976

5,790

4,976

QuorumLabs, Inc.
Internet software & services
2,727,939 Common Stock Warrants (exercise price $0.0001) expiration date 7/8/2025
375


375


Refac Optical Group
Specialty stores
First Lien Term Loan A, LIBOR+8% cash due 9/30/2018 (13)
10.10
%
2,688

2,669

2,688

First Lien Term Loan B, LIBOR+9% cash 1.75% PIK due 9/30/2018 (13)
11.10
%
34,896

34,829

34,896

First Lien Term Loan C, 12.5% cash due 9/30/2018
3,416

3,416

3,414

First Lien Revolver, LIBOR+8% cash due 9/30/2018 (13)
10.10
%
3,520

3,516

3,520

1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
1


550.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc., 10%
305


1,000 Shares of Series A Preferred Stock Units in Refac Holdings, Inc., 10%
999

397

45,735

44,915

Salient CRGT Inc.
IT consulting & other services
First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 2/28/2022 (13)(21)
7.84
%
3,262

3,213

3,311

3,213

3,311

Sequa Corp
Aerospace & defense
Second Lien Term Loan, LIBOR+9% (1% Floor) cash due 4/28/2022 (13)(21)
11.10
%
2,000

2,025

2,005

2,025

2,005

ShareThis, Inc.
Internet software & services
345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024
367

4

367

4

Standard Media Group LLC
Broadcasting
First Lien Term Loan, LIBOR+4% (1% floor) cash due 6/22/2025 (13)(21)
6.31
%
10,000

9,950

10,013

9,950

10,013

See notes to Consolidated Financial Statements.

12

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)





Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Sterling Capital Partners IV, L.P.
Multi-sector holdings
0.2% limited partnership interest (11)(25)
$
1,738

$
1,246

1,738

1,246

Strategic Materials Holdings Corp.
Environmental & facilities services
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 10/31/2025 (13)
10.11
%
$
9,000

8,917

8,797

8,917

8,797

Swordfish Merger Sub LLC
Auto parts & equipment
Second Lien Term Loan, LIBOR+6.75% (1% floor) cash due 2/2/2026 (13)(21)
8.74
%
12,500

12,440

12,521

12,440

12,521

TerSera Therapeutics, LLC
Pharmaceuticals
Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 3/30/2024 (13)
11.58
%
15,000

14,635

14,883

Second Lien Incremental Delayed Draw Term Loan, LIBOR+9.25% cash due 3/30/2024 (10)(13)



(95
)
668,879 Common Units of TerSera Holdings LLC
1,500

2,401

16,135

17,189

Thing5, LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash 2% PIK due 10/11/2020 (12)(13)(22)
9.84
%
46,927

46,755

34,390

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/11/2020 (13)(22)
9.67
%
4,000

4,000

4,000

2,000,000 Units in T5 Investment Vehicle, LLC
2,000


52,755

38,390

TigerText, Inc.
Internet software & services
299,110 Series B Preferred Stock Warrants (exercise price $1.3373) expiration date 12/8/2024
60

493

60

493

TravelCLICK, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/6/2021 (13)(21)
9.84
%
1,510

1,374

1,511

1,374

1,511

Tribe Buyer LLC
Human resource & employment services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 2/16/2024 (13)(21)
6.59
%
6,982

6,982

7,017

6,982

7,017

Truck Hero, Inc.
Auto parts & equipment
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 4/22/2024 (13)(21)
5.84
%
4,987

4,988

4,993

Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 4/21/2025 (13)
10.34
%
21,500

21,191

21,769

26,179

26,762

UOS, LLC
Trucking
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 4/18/2023 (13)(21)
7.59
%
6,864

7,006

7,044

7,006

7,044

Valet Merger Sub, Inc.
Environmental & facilities services
First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 9/24/2021 (13)
8.34
%
50,274

49,737

50,274

First Lien Revolver, LIBOR+7% (1% floor) cash due 9/24/2021 (13)
9.08
%
3,357

3,243

3,357

52,980

53,631

See notes to Consolidated Financial Statements.

13

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Veritas US Inc.
Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 1/27/2023 (13)(21)
6.71
%
$
34,639

$
35,011

$
31,824

35,011

31,824

Verra Mobility, Corp.
Data processing & outsourced services
Second Lien Term Loan, LIBOR+7.75% cash due 2/27/2026 (13)(21)
9.84
%
8,750

8,696

8,761

8,696

8,761

Vertex Aerospace Services Corp
Aerospace & defense
First Lien Term Loan B, LIBOR+4.75% cash due 6/14/2025 (13)(21)
6.84
%
16,000

15,920

16,120

15,920

16,120

Vine Oil & Gas LP
Oil & gas exploration & production
First Lien Term Loan B, LIBOR+6.875% (1% floor) cash due 11/25/2021 (13)(21)
8.97
%
23,000

22,913

23,115

22,913

23,115

Vitalyst Holdings, Inc.
IT consulting & other services
675 Series A Preferred Units of PCH Support Holdings, Inc., 10%
675

548

7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
75


750

548

Weatherford International
Oil & gas equipment services
Fixed Rate Bond 9.875% cash due 2/15/2024 (11)(21)
12,000

11,460

12,176

11,460

12,176

WeddingWire, Inc.
Internet software & services
Earn-out (19)(21)

70


70

Windstream Services, LLC
Integrated telecommunication services
Fixed Rate Bond 8.625% cash due 10/31/2025 (11)(21)
5,000

4,863

4,775

4,863

4,775

WP CPP Holdings LLC
Aerospace & defense
First Lien Term Loan, LIBOR+3.75% cash due 4/30/2025 (13)(21)
6.28
%
10,000

9,976

10,061

Second Lien Term Loan, LIBOR+7.75% cash due 4/30/2026 (13)(21)
10.28
%
10,000

9,901

10,025

19,877

20,086

xMatters, Inc.
Internet software & services
600,000 Common Stock Warrants (exercise price $0.593333) expiration date 2/26/2025
709

285

709

285

Yeti Acquisition, LLC
Leisure products
2,000,000 Common Stock Units of Yeti Holdings, Inc.

3,940


3,940

Zep Inc.
Housewares & Specialties
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 8/11/2025 (13)
10.58
%
30,000

29,866

29,625

29,866

29,625

Zephyr Bidco Limited
Specialized finance
Second Lien Term Loan, UK LIBOR+7.50% cash due 6/8/2026 (GBP) (11)(13)(21)
8.18
%
£
18,000

23,559

23,705

23,559

23,705

Total Non-Control/Non-Affiliate Investments (154.5% of net assets)
$
1,416,632

$
1,294,936

Total Portfolio Investments (181.4% of net assets)
$
1,683,809

$
1,520,518

Cash and Cash Equivalents
JP Morgan Prime Money Market Fund
$
43,097

$
43,097

Other cash accounts
13,518

13,518

Total Cash and Cash Equivalents (6.8% of net assets)
$
56,615

$
56,615

Total Portfolio Investments, Cash and Cash Equivalents (188.2% of net assets)
$
1,740,424

$
1,577,133


See notes to Consolidated Financial Statements.

14

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)




(1)
All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.
(2)
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.
(3)
Control Investments generally are defined by the Investment Company Act of 1940, as amended ("1940 Act"), as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(4)
Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
(5)
Equity ownership may be held in shares or units of companies related to the portfolio companies.
(6)
Income producing through payment of dividends or distributions.
(7)
Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.
(8)
Principal includes accumulated payment in kind ("PIK") interest and is net of repayments. “£” signifies the investment is denominated in British Pounds. All other investments are denominated in U.S. dollars.
(9)
Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.
(10)
Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.
(11)
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of June 30, 2018 , qualifying assets represented 72.8% of the Company's total assets and non-qualifying assets represented 27.2% of the Company's total assets.
(12)
The sale of a portion of this loan does not qualify for true sale accounting under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 860 - Transfers and Servicing ("ASC 860"), and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. Accordingly, the fair value of the Company's debt investments as of June 30, 2018 includes $10.0 million related to the Company's secured borrowings. (See Note 14 in the accompanying notes to the Consolidated Financial Statements.)
(13)
The interest rate on the principal balance outstanding for all floating rate loans is indexed to the London Interbank Offered Rate ("LIBOR") and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate based rate based on each respective credit agreement and the cash interest rate as of period end. All LIBOR shown above is in U.S. dollars unless otherwise noted.
(14)
With the exception of investments held by the Company’s wholly-owned subsidiaries that each formerly held a license from the U.S. Small Business Administration (“SBA”) to operate as a small business investment company (“SBIC”), each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(15)
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Schedule 12-14 in the accompanying notes to the Consolidated Financial Statements for transactions during the nine months ended June 30, 2018 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.
(16)
First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with Accounting Standards Update ("ASU") 2013-08, the Company has deemed the holding companies to be investment companies under accounting principles generally accepted in the United States ("GAAP") and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
(17)
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
(18)
The Class A Mezzanine Secured Deferrable Floating Rate Notes bear interest at a rate of LIBOR plus the applicable margin as defined in the indenture. The Class A Mezzanine Secured Deferrable Floating Rate Notes and Class B Mezzanine Secured Deferrable Fixed Rate Notes are collectively referred to as the "mezzanine notes".
(19)
During the three months ended June 30, 2018, the Company exited its investments in WeddingWire, Inc. ("WeddingWire") in exchange for cash and the right to receive contingent payments in the future based on the performance of WeddingWire, which is referred to as an "earn-out" in the consolidated schedule of investments.

15

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
June 30, 2018
(dollar amounts in thousands)
(unaudited)



(20)
Payments on the Company's investment in Maverick Healthcare Group, LLC ("Maverick Healthcare") are currently past due. In May 2017, the Company entered into a forbearance agreement with Maverick Healthcare in which the Company has temporarily agreed not to take action against Maverick Healthcare. The forbearance agreement, as amended in June 2018, currently extends to March 15, 2019.
(21)
As of June 30, 2018 , these investments are categorized as Level 2 within the fair value hierarchy established by FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). All other investments are categorized as Level 3 as of June 30, 2018 and were valued using significant unobservable inputs.
(22)
This investment was on cash non-accrual status as of June 30, 2018 . Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
(23)
This investment was on PIK non-accrual status as of June 30, 2018 . PIK non-accrual status is inclusive of other non-cash income, where applicable.
(24)
As of June 30, 2018 , payments on the Company's investment in TransTrade Operators, Inc. were past due.
(25)
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.
(26)
AdVenture Interactive, Corp. completed a reorganization in which it separated its marketing services business from its online program management business. In connection with the reorganization, FS AVI Holdco LLC was formed as a separate entity and is the parent company to Keypath Education, Inc., which represents the former marketing services business, and the Company's first lien term loan and revolver with AdVenture Interactive, Corp. were assigned to Keypath Education, Inc. Subsequent to the reorganization, AdVenture Interactive, Corp. holds preferred units in Keypath Education Holdings, LLC, which conducts the online program management business. Subsequent to the reorganization, the Company is not deemed to control Keypath Education Holdings, LLC under the 1940 Act. This investment was reclassified from Control investments to Non-Control/Non-Affiliate Investments as of and for the three months ended June 30, 2018.


See notes to Consolidated Financial Statements.

16

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value
Control Investments (3)(15)
AdVenture Interactive, Corp.
Advertising
9,073 shares of common stock
$
13,611

$
13,818

13,611

13,818

Ameritox Ltd.
Healthcare services
First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021 (13)(23)
6.33
%
$
38,338

37,539

4,445

14,090,126.4 Class A Preferred Units in Ameritox Holdings II, LLC
14,090


1,602,260.83 Class B Preferred Units in Ameritox Holdings II, LLC
1,602


4,930.03 Class A Units in Ameritox Holdings II, LLC
29,049


82,280

4,445

Eagle Hospital Physicians, LLC
Healthcare services
Earn-out (19)
7,851

4,986

7,851

4,986

First Star Bermuda Aviation Limited (11)(16)
Airlines
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
11,868

11,868

11,868

100% equity interest (6)
2,693

2,323

14,561

14,191

First Star Speir Aviation Limited (11)(16)
Airlines
First Lien Term Loan, 9% cash due 12/15/2020
41,395

34,542

41,395

100% equity interest (6)
8,500

3,926

43,042

45,321

Keypath Education, Inc. (20)
Advertising
First Lien Term Loan, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
8.33
%
19,960

19,960

19,960

First Lien Revolver, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
8.33
%



9,073 Class A Units in FS AVI Holdco, LLC
10,648

7,918

30,608

27,878

New IPT, Inc.
Oil & gas equipment services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
6.33
%
4,107

4,107

4,107

Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021 (13)
6.43
%
2,504

2,504

2,504

First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
6.33
%
1,009

1,009

1,009

50.087 Class A Common Units in New IPT Holdings, LLC

736

7,620

8,356

Senior Loan Fund JV I, LLC (11)(17)(18)
Multi-sector holdings
Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC (13)
6.88
%
101,030

101,030

101,030

Class B Mezzanine Secured Deferrable Fixed Rate Notes, 15% PIK due 2036 in SLF Repack Issuer 2016 LLC
27,641

27,641

27,641

87.5% LLC equity interest (6)(25)
16,172

5,525

144,843

134,196

Traffic Solutions Holdings, Inc.
Construction and engineering
First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021 (13)
8.34
%
36,567

36,539

36,568

First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021 (13)
7.34
%
1,250

1,247

1,250

LC Facility, 6% cash due 4/1/2021
4,752

4,748

4,752

746,114 Series A Preferred Units, 10%
20,029

7,700

746,114 Shares of Common Stock
5,316


67,879

50,270

TransTrade Operators, Inc.
Air freight & logistics
First Lien Term Loan, 5% cash due 12/31/2017 (23)
15,973

15,574

1,810

First Lien Revolver, 8% cash due 12/31/2017 (23)
7,757

7,757


596.67 Series A Common Units


4,000 Series A Preferred Units in TransTrade Holdings LLC
4,000


5,200,000 Series B Preferred Units in TransTrade Holdings LLC
5,200


32,531

1,810

Total Control Investments (35.2% of net assets)
$
444,826

$
305,271

See notes to Consolidated Financial Statements.


17

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Affiliate Investments (4)
AmBath/ReBath Holdings, Inc.
Home improvement retail
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2018
$
22,955

$
22,944

$
22,957

4,668,788 Shares of Preferred Stock

1,827

22,944

24,784

Caregiver Services, Inc.
Healthcare services
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
9,719

9,719

9,665

1,080,399 Shares of Series A Preferred Stock, 10%
1,080

2,534

10,799

12,199

Total Affiliate Investments (4.3% of net assets)
$
33,743

$
36,983

Non-Control/Non-Affiliate Investments (7)
4 Over International, LLC
Commercial printing
First Lien Term Loan, LIBOR+6% (1% floor) cash due 6/7/2022 (13)
7.24
%
6,045

$
6,001

$
6,045

First Lien Revolver, LIBOR+6% (1% floor) cash due 6/7/2021 (10)(13)
7.24
%
(17
)

5,984

6,045

Access Medical Acquisition, Inc.
Healthcare services
450,000 Shares of Class A Common Stock in CMG Holding Company, LLC (6)
151

970

151

970

Accudyne Industries, LLC
Oil & gas equipment services
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 8/18/2024 (13)(22)
5.01
%
19,915

19,977

19,990

19,977

19,990

ACON Equity Partners III, LP
Multi-sector holdings
0.13% limited partnership interest (11)(25)
785

962

785

962

Aden & Anais Merger Sub, Inc.
Apparel, accessories & luxury goods
51,645 Common Units in Aden & Anais Holdings, Inc.
5,165

1,241

5,165

1,241

Advanced Pain Management
Healthcare services
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018 (13)(23)
9.75
%
24,000

23,409

1,157

23,409

1,157

AirStrip Technologies, Inc.
Internet software & services
22,858.71 Series C-1 Preferred Stock Warrants (exercise price $34.99757) expiration date 5/11/2025
90


90


Allied Universal Holdco LLC
Security & alarm services
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 7/28/2022 (13)(22)
5.08
%
11,970

12,043

11,958

Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/27/2023 (13)(22)
9.81
%
1,149

1,171

1,145

13,214

13,103

Ancile Solutions, Inc.
Internet software & services
First Lien Term Loan, LIBOR+7% (1% floor) cash due 6/30/2021 (13)
8.33
%
10,330

10,104

10,248

10,104

10,248

Aptean, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 12/20/2023 (13)
10.84
%
5,900

5,821

5,952

5,821

5,952

See notes to Consolidated Financial Statements.




18

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Aptos, Inc.
Data processing & outsourced services
First Lien Term Loan B, LIBOR+6.75% (1% floor) cash due 9/1/2022 (13)
8.08
%
$
5,445

$
5,354

$
5,391

5,354

5,391

Argon Medical Devices, Inc.
Healthcare equipment
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 6/23/2022 (13)
10.74
%
43,000

43,000

43,002

43,000

43,002

ASHCO, LLC
Specialty stores
First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/15/2023 (13)
6.24
%
12,000

11,762

11,335

11,762

11,335

Baird Capital Partners V, LP
Multi-sector holdings
0.4% limited partnership interest (11)(25)
994

601

994

601

Beecken Petty O'Keefe Fund IV, L.P.
Multi-sector holdings
0.5% limited partnership interest (11)(25)
1,014

1,310

1,014

1,310

BeyondTrust Software, Inc.
Application software
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/25/2019 (13)
8.33
%
26,677

26,174

26,676

First Lien Revolver, LIBOR+7% (1% floor) cash due 9/25/2019 (10)(13)
8.33
%
(54
)

3.01% Class A membership interests in BeyondTrust Holdings LLC
4,500

5,660

30,620

32,336

BJ's Wholesale Club, Inc.
Hypermarkets & super centers
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 1/26/2024 (13)(22)
4.99
%
11,970

11,979

11,504

11,979

11,504

BMC Acquisition, Inc.
Other diversified financial services
500 Series A Preferred Shares
500

763

50,000 Common Shares (6)
1

67

501

830

BMC Software Finance, Inc.
Internet software & services
First Lien Term Loan, LIBOR+4% (1% floor) cash due 9/10/2022 (13)(22)
5.24
%
16,881

16,999

16,993

16,999

16,993

Bunker Hill Capital II (QP), L.P.
Multi-sector holdings
0.51% limited partnership interest (11)(25)
826

1,056

826

1,056

Cablevision Systems Corp.
Integrated telecommunication services
Fixed Rate Bond 10.875% cash due 10/15/2025 (22)
5,897

7,077

7,298

7,077

7,298

California Pizza Kitchen, Inc.
Restaurants
First Lien Term Loan, LIBOR+6% (1% floor) cash due 8/23/2022 (13)
7.24
%
4,950

4,910

4,917

4,910

4,917

CCC Information Services Inc.
Internet software & services
Second Lien Term Loan, LIBOR+6.75% (1% floor) cash due 3/13/2025 (13)
7.99
%
2,500

2,559

2,581

2,559

2,581

Cenegenics, LLC
Healthcare services
First Lien Term Loan, 9.75% cash 2% PIK due 9/30/2019 (23)
28,600

27,737

15,811

First Lien Revolver, 15% cash due 9/30/2019 (23)
2,203

2,203

1,218

452,914.87 Common Units in Cenegenics, LLC
598


345,380.141 Preferred Units in Cenegenics, LLC
300


30,838

17,029

See notes to Consolidated Financial Statements.

19

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Comprehensive Pharmacy Services LLC
Pharmaceuticals
20,000 Common Shares in MCP CPS Group Holdings, Inc.
$
2,000

$
2,776

2,000

2,776

Conviva Inc.
Application software
417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021
105

169

105

169

Credit Infonet, Inc.
Data processing & outsourced services
Subordinated Term Loan, 12.25% cash 0.75% PIK due 10/26/2020
$
13,940

13,940

13,941

13,940

13,941

DFT Intermediate LLC
Specialized finance
First Lien Term Revolver, LIBOR+5.5% (1% floor) cash due 3/1/2022 (13)
6.74
%
3,300

3,224

3,278

3,224

3,278

DigiCert, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 10/21/2022 (13)
10.24
%
61,500

60,980

61,500

60,980

61,500

Dodge Data & Analytics LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 10/31/2019 (13)
10.13
%
7,348

7,348

6,881

500,000 Class A Common Units in Skyline Data, News and Analytics LLC
500

202

7,848

7,083

Dominion Diagnostics, LLC
Healthcare services
Subordinated Term Loan, 11% cash 1% PIK due 10/8/2019 (23)
19,866

17,625

8,534

First Lien Term Loan, LIBOR+5% (1% floor) cash due 4/8/2019 (13)
6.30
%
49,414

37,574

44,592

First Lien Revolver, LIBOR+5% (1% floor) cash due 4/8/2019 (13)
6.30
%


55,199

53,126

DTZ U.S. Borrower, LLC
Real estate services
First Lien Term Loan, LIBOR+3.25% (1% floor) cash due 11/4/2021 (13)(22)
4.57
%
12,967

13,011

13,014

13,011

13,014

Edge Fitness, LLC
Leisure facilities
Delayed Draw Term Loan, LIBOR+7.75% (1% floor) cash due 6/30/2020 (13)
9.05
%
3,398

3,398

3,397

3,398

3,397

Edmentum, Inc.
Education services
Unsecured Senior PIK Note, 8.5% PIK due 6/9/2020
2,434

2,434

1,922

Unsecured Junior PIK Note, 10% PIK due 6/9/2020 (24)
11,304

10,227

379

Unsecured Revolver, 5% cash due 6/9/2020


126,127.80 Class A Common Units
126


12,787

2,301

EOS Fitness Opco Holdings, LLC
Leisure facilities
First Lien Term Loan, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
9.99
%
3,675

3,675

3,711

First Lien Revolver, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
9.99
%

50

487.5 Class A Preferred Units, 12%
488

678

12,500 Class B Common Units
13

463

4,176

4,902

See notes to Consolidated Financial Statements.



20

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Everi Payments Inc.
Casinos & gaming
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 5/9/2024 (13)(22)
5.74
%
$
11,970

$
11,996

$
12,093

11,996

12,093

ExamSoft Worldwide, Inc.
Internet software & services
180,707 Class C Units in ExamSoft Investor LLC
181

135

181

135

Garretson Firm Resolution Group, Inc.
Diversified support services
First Lien Revolver, PRIME+5.5% cash due 5/22/2020 (13)
9.75
%
25

25

25

4,950,000 Preferred Units in GRG Holdings, LP, 8%
495

198

50,000 Common Units in GRG Holdings, LP
5


525

223

GOBP Holdings Inc.
Food retail
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/21/2022 (13)
9.58
%
4,214

4,176

4,251

4,176

4,251

Golden State Medical Supply, Inc.
Pharmaceuticals
Mezzanine Term Loan, 10% cash 2.5% PIK due 4/24/2021
15,001

15,001

14,835

15,001

14,835

HC2 Holdings Inc.
Multi-sector holdings
Fixed Rate Bond 11% cash due 12/1/2019 (11)(22)
10,500

10,666

10,631

10,666

10,631

HealthEdge Software, Inc.
Application software
482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918) expiration date 9/30/2023
213

768

213

768

Hyland Software Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7% (1% floor) cash due 7/7/2025 (13)
8.24
%
2,000

1,991

1,980

1,991

1,980

I Drive Safely, LLC
Education services
125,079 Class A Common Units of IDS Investments, LLC
1,000


1,000


Idera, Inc.
Internet software & services
First Lien Term Loan B, LIBOR+5% (1% floor) cash due 6/27/2024 (13)
6.24
%
6,926

6,910

6,978

6,910

6,978

Impact Sales, LLC
Advertising
First Lien Term Loan, LIBOR+7% (1% floor) cash due 12/30/2021 (13)
8.30
%
11,166

10,955

11,145

Delayed Draw Term Loan, LIBOR+7% (1% floor) cash due 12/30/2021 (13)
8.30
%
513

443

506

11,398

11,651

InMotion Entertainment Group, LLC
Consumer electronics
First Lien Term Loan A, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
9.09
%
12,259

12,223

12,259

First Lien Term Loan B, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
9.09
%
5,344

5,265

5,344

First Lien Revolver, LIBOR+6.25% cash due 10/1/2018 (13)
6.25
%
3,904

3,897

3,904

CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
9.09
%
797

789

797

1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
1,000

1,761

23,174

24,065


See notes to Consolidated Financial Statements.





21

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)

Cost
Fair Value

Integral Development Corporation
Other diversified financial services
First Lien Term Loan, LIBOR+9.5% (1% floor) cash due 7/10/2019 (13)
10.80
%
$
11,500

$
11,466

$
10,815

1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024
113


11,579

10,815

Internet Pipeline, Inc.
Internet software & services
Incremental First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 8/1/2022 (13)
7.48
%
5,565

5,513

5,677

5,513

5,677

Janrain, Inc.
Internet software & services
218,008 Common Stock Warrants (exercise price $1.3761) expiration date 12/5/2024
45


45


Kason Corporation
Industrial machinery
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
6,006

6,006

5,850

498.6 Class A Preferred Units in Kason Investment, LLC, 8%
499

569

5,540 Class A Common Units in Kason Investment, LLC
55


6,560

6,419

Kellermeyer Bergensons Services, LLC
Diversified support services
Second Lien Term Loan, LIBOR+8.50% (1% floor) cash due 4/29/2022 (13)
9.81
%
6,105

5,907

5,983

5,907

5,983

L Squared Capital Partners LLC
Multi-sector holdings
2% limited partnership interest (11)(25)
2,660

2,660

2,660

2,660

Lift Brands, Inc.
Leisure facilities
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019 (13)
8.83
%
21,371

21,358

21,370

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019 (10)(13)
8.83
%
(3
)
(1
)
2,000,000 Class A Common Units in Snap Investments, LLC
2,004

2,922

23,359

24,291

Loftware, Inc.
Internet software & services
Mezzanine Term Loan, 11% cash 1% PIK due 7/18/2020
6,198

6,198

6,198

300,000 Class A Common Units in RPLF Holdings, LLC
300

220

6,498

6,418

Long's Drugs Incorporated
Pharmaceuticals
Second Lien Term Loan, LIBOR+11.25% cash due 2/19/2022 (13)
12.49
%
26,909

26,909

27,447

50 Series A Preferred Shares in Long's Drugs Incorporated
813

1,267

27,722

28,714

LSF9 Atlantis Holdings, LLC
Computer & electronics retail
First Lien Term Loan, LIBOR+6% (1% floor) cash due 5/1/2023 (13)
7.24
%
6,459

6,399

6,498

6,399

6,498

Lytx Holdings, LLC
Research & consulting services
3,500 Class A Units
2,478

2,459

3,500 Class B Units

559

2,478

3,018


See notes to Consolidated Financial Statements.





22

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Maverick Healthcare Group, LLC (21)
Healthcare equipment
First Lien Term Loan A, LIBOR+7.5% cash (1.75% floor) cash due 4/30/2017 (13)(23)
9.25
%
$
16,309

$
16,204

$
14,209

First Lien Term Loan B, LIBOR+11% cash (1.75% floor) cash due 4/30/2017 (13)(23)
12.75
%
41,739

39,110

14,531

CapEx Line, LIBOR+7.75% (1.75% floor) cash due 4/30/2017 (13)(23)
9.50
%
1,272

1,261

1,124

First Lien Revolver, PRIME+6.5% cash due 4/30/2017 (13)(23)
10.75
%
55

40

55

56,615

29,919

McAfee, LLC
Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 9/30/2024 (13)
5.83
%
8,000

7,921

8,083

7,921

8,083

Metamorph US 3, LLC
Internet software & services
First Lien Term Loan, LIBOR+5.5% (1% floor) cash 2% PIK due 12/1/2020 (13)(23)
6.74
%
9,969

9,550

3,816

First Lien Revolver, LIBOR+6.5% (1% floor) cash due 12/1/2020 (10)(13)(23)
7.74
%
2,205

2,203

(74
)
11,753

3,742

MHE Intermediate Holdings, LLC
Diversified support services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/8/2024 (13)
6.33
%
2,993

2,964

2,993

2,964

2,993

Micro Holding Corp.
Internet software & services
First Lien Term Loan, LIBOR+3.5% (1% floor) cash due 9/15/2024 (13)
4.82
%
6,000

5,970

5,978

5,970

5,978

Milestone Partners IV, L.P.
Multi-sector holdings
0.82% limited partnership interest (11)(25)
948

1,527

948

1,527

Ministry Brands, LLC
Internet software & services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/2/2022 (13)
6.24
%
3,891

3,857

3,891

First Lien Delayed Draw Term Loan, LIBOR+5% (1% floor) cash due 12/2/2022 (13)
6.24
%
1,352

1,336

1,352

Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
10.49
%
7,056

6,964

7,056

Second Lien Delayed Draw Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
10.49
%
1,944

1,918

1,944

First Lien Revolver LIBOR+5% (1% floor) cash due 12/2/2022 (10)(13)
6.24
%
(9
)

14,066

14,243

Moelis Capital Partners Opportunity Fund I-B, LP
Multi-sector holdings
1.0% limited partnership interest (11)(25)
1,045

1,457

1,045

1,457

Motion Recruitment Partners LLC
Human resources & employment services
First Lien Revolver, LIBOR+6% (1% floor) cash due 2/13/2020 (10)(13)
7.24
%
(6
)

(6
)

Natural Resource Partners LP
Precious metals & minerals
Fixed Rate Bond 10.5% cash due 3/15/2022 (11)(22)
7,000

7,459

7,464

7,459

7,464

OmniSYS Acquisition Corporation
Diversified support services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018 (13)
8.83
%
5,500

5,495

5,468

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (10)(13)
8.83
%

(15
)
100,000 Common Units in OSYS Holdings, LLC
1,000

903

6,495

6,356


See notes to Consolidated Financial Statements.


23

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
OnCourse Learning Corporation
Education services
264,312 Class A Units in CIP OCL Investments, LLC
$
2,726

$
1,988

2,726

1,988

Onvoy, LLC
Integrated telecommunication services
Second Lien Term Loan, LIBOR+10.5% (1% floor) cash due 2/10/2025 (13)
11.83
%
$
16,750

16,750

16,704

19,666.67 Class A Units in GTCR Onvoy Holdings, LLC
1,967

2,088

13,664.73 Series 3 Class B Units in GTCR Onvoy Holdings, LLC


18,717

18,792

P2 Upstream Acquisition Co.
Application software
First Lien Revolver, LIBOR+4% (1% floor) cash due 11/1/2018 (10)(13)
5.33
%

(238
)

(238
)
Ping Identity Corporation
Internet software & services
First Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/30/2021 (13)
10.49
%
42,500

41,557

43,176

First Lien Revolver, LIBOR+9.25% (1% floor) cash due 6/30/2021 (10)(13)
10.49
%
(55
)
40

41,502

43,216

Pingora MSR Opportunity Fund I-A, LP
Thrift & mortgage finance
1.86% limited partnership interest (11)(25)
7,240

6,129

7,240

6,129

Poseidon Merger Sub, Inc.
Advertising
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/15/2023 (13)
9.81
%
30,000

29,101

30,300

29,101

30,300

PowerPlan Holdings, LLC
Internet software & services
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 2/23/2022 (13)
6.49
%
4,988

4,941

4,987

4,941

4,987

PSC Industrial Holdings Corp.
Diversified support services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 12/3/2021 (13)
9.49
%
7,000

6,839

7,000

6,839

7,000

QuorumLabs, Inc.
Internet software & services
2,727,939 Common Stock Warrants (exercise price $0.0001) expiration date 7/8/2025
375


375


RCPDirect, L.P.
Multi-sector holdings
0.9% limited partnership interest (11)(25)
354

559

354

559

RCPDirect II, LP
Multi-sector holdings
0.4% limited partnership interest (11)(25)
617

719

617

719

Refac Optical Group
Specialty stores
First Lien Term Loan A, LIBOR+8% cash due 9/30/2018 (13)
9.23
%
4,027

3,997

4,027

First Lien Term Loan B, LIBOR+9% cash, 1.75% PIK due 9/30/2018 (13)
10.23
%
34,621

34,533

34,275

First Lien Term Loan C, 12.5% cash due 9/30/2018
3,416

3,416

3,314

First Lien Revolver, LIBOR+8% cash due 9/30/2018 (13)
9.23
%
3,520

3,516

3,520

1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
1


550.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc., 10%
305


1,000 Shares of Series A Preferred Stock Units in Refac Holdings, Inc., 10%
999

397

46,767

45,533

See notes to Consolidated Financial Statements.


24

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Riverlake Equity Partners II, LP
Multi-sector holdings
1.92% limited partnership interest (11)(25)
$
870

$
625

870

625

Riverside Fund IV, LP
Multi-sector holdings
0.34% limited partnership interest (11)(25)
219

397

219

397

Riverside Fund V, L.P.
Multi-sector holdings
0.48% limited partnership interest (11)(25)
1,452

1,405

1,452

1,405

Sailpoint Technologies, Inc.
Application software
First Lien Term Loan, LIBOR+7% (1% floor) cash due 8/16/2021 (13)
8.33
%
$
20,870

20,529

20,870

First Lien Revolver, LIBOR+7% (1% floor) cash due 8/16/2021 (10)(13)
8.33
%
(22
)

20,507

20,870

Salient CRGT Inc.
IT consulting & other services
First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 2/28/2022 (13)
6.99
%
3,440

3,377

3,416

3,377

3,416

Schulman Associates Institutional Board Review, Inc.
Research & consulting services
Second Lien Term Loan, LIBOR+8% (1% floor) cash due 6/3/2021 (13)
9.30
%
17,000

17,000

17,000

17,000

17,000

Scientific Games International, Inc.
Casinos & gaming
First Lien Term Loan B4, LIBOR+3.25% cash due 8/14/2024 (13)(22)
4.58
%
11,368

11,313

11,402

11,313

11,402

ShareThis, Inc.
Internet software & services
345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024
367

8

367

8

SPC Partners V, L.P.
Multi-sector holdings
0.571% limited partnership interest (11)(25)
1,762

1,857

1,762

1,857

Staples, Inc.
Distributors
First Lien Term Loan, LIBOR+4% (1% floor) cash due 8/12/2024 (13)(22)
5.31
%
10,000

9,976

9,967

Fixed Rate Bond 8.5% cash due 9/15/2025 (22)
5,000

4,988

4,863

14,964

14,830

Sterling Capital Partners IV, L.P.
Multi-sector holdings
0.2% limited partnership interest (11)(25)
1,770

1,297

1,770

1,297

Survey Sampling International, LLC
Research & consulting services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 12/16/2021 (13)
10.27
%
18,700

18,475

18,513

18,475

18,513

Systems, Inc.
Industrial machinery
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 3/3/2022 (13)
6.57
%
8,668

8,553

8,625

First Lien Revolver, LIBOR+5.25% (1% floor) cash due 3/3/2022 (10)(13)
6.57
%
(40
)
(40
)
8,513

8,585

Tailwind Capital Partners II, L.P.
Multi-sector holdings
0.3% limited partnership interest (11)(25)
1,583

1,956

1,583

1,956



See notes to Consolidated Financial Statements.





25

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Teaching Strategies, LLC
Education services
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 8/27/2023 (13)
10.83
%
$
33,500

$
33,500

$
33,964

33,500

33,964

Terraform Power Operating
Multi-utilities
Fixed Rate Bond 6.375% cash due 2/1/2023 (11)(22)
6,000

6,201

6,255

6,201

6,255

TerSera Therapeutics, LLC
Pharmaceuticals
Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 3/30/2024 (13)
10.58
%
15,000

14,586

14,629

668,879 Common Units of TerSera Holdings LLC
1,500

1,816

16,086

16,445

Thing5, LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash 2% PIK due 10/11/2020 (12)(13)
8.83
%
47,530

47,530

40,900

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/11/2020 (13)
8.83
%
1,000

1,000

1,000

2,000,000 Units in T5 Investment Vehicle, LLC
2,000


50,530

41,900

TigerText, Inc.
Internet software & services
299,110 Series B Preferred Stock Warrants (exercise price $1.3373) expiration date 12/8/2024
60

409

60

409

TravelCLICK, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/6/2021 (13)
8.99
%
2,697

2,475

2,710

2,475

2,710

Truck Hero, Inc.
Auto parts & equipment
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 4/21/2025 (13)
9.58
%
21,500

21,191

21,715

21,191

21,715

UOS, LLC
Trucking
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 4/18/2023 (13)
6.74
%
6,916

7,081

7,106

7,081

7,106

Valet Merger Sub, Inc.
Environmental & facilities services
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/24/2021 (13)
8.24
%
50,661

50,016

50,660

First Lien Revolver, LIBOR+7% (1% floor) cash due 9/24/2021 (10)(13)
8.24
%
(115
)

49,901

50,660

Veritas US Inc.
Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 1/27/2023 (13)(22)
5.83
%
34,947

35,379

35,336

35,379

35,336

Virgin Media
Integrated telecommunication services
Fixed Rate Bond 5.5% cash due 8/15/2026 (11)(22)
2,000

2,038

2,108

Fixed Rate Bond 5.25% cash due 1/15/2026 (11)(22)
3,000

3,009

3,161

5,047

5,269

Vitalyst Holdings, Inc.
IT consulting & other services
675 Series A Preferred Units of PCH Support Holdings, Inc., 10%
675

511

7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
75


750

511


See notes to Consolidated Financial Statements.





26

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
Cash Interest Rate (13)
Industry
Principal (8)
Cost
Fair Value
Webster Capital III, L.P.
Multi-sector holdings
0.754% limited partnership interest (11)(25)
$
1,020

$
1,296

1,020

1,296

WeddingWire, Inc.
Internet software & services
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
9.84
%
$
25,781

25,781

25,911

First Lien Revolver, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
9.84
%

15

483,645 Common Shares of WeddingWire, Inc.
1,200

1,607

26,981

27,533

xMatters, Inc.
Internet software & services
600,000 Common Stock Warrants (exercise price $0.593333) expiration date 2/26/2025
709

368

709

368

Yeti Acquisition, LLC
Leisure products
3,000,000 Common Stock Units of Yeti Holdings, Inc.

5,900


5,900

Zep Inc.
Housewares & Specialties
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 8/11/2025 (13)
9.48
%
30,000

29,852

29,775

29,852

29,775

Total Non-Control/Non-Affiliate Investments (138.2% of net assets)
$
1,279,096

$
1,199,501

Total Portfolio Investments (177.7% of net assets)
$
1,757,665

$
1,541,755

Cash and Cash Equivalents
JP Morgan Prime Money Market Fund
$
48,808

$
48,808

Other cash accounts
4,210

4,210

Total Cash and Cash Equivalents (6.1% of net assets)
$
53,018

$
53,018

Total Portfolio Investments, Cash and Cash Equivalents (183.8% of net assets)
$
1,810,683

$
1,594,773


See notes to Consolidated Financial Statements.

(1)
All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.
(2)
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.
(3)
Control Investments generally are defined by the 1940 Act, as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(4)
Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
(5)
Equity ownership may be held in shares or units of companies related to the portfolio companies.
(6)
Income producing through payment of dividends or distributions.
(7)
Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.
(8)
Principal includes accumulated PIK interest and is net of repayments.
(9)
Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.
(10)
Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.
(11)
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2017, qualifying assets represented 83.6% of the Company's total assets and non-qualifying assets represented 16.4% of the Company's total assets.
(12)
The sale of a portion of this loan does not qualify for true sale accounting under ASC 860, and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. Accordingly, the fair value of the Company's debt investments as of September 30, 2017 includes $13.3 million related to the Company's secured borrowings. (See Note 14 in the accompanying notes to the Consolidated Financial Statements.)

27

Oaktree Specialty Lending Corporation
Consolidated Schedule of Investments
September 30, 2017
(dollar amounts in thousands)


(13)
The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate based rate based on each respective credit agreement and the cash interest rate as of period end.
(14)
With the exception of investments held by the Company’s wholly-owned subsidiaries that each held a license from the SBA to operate as a SBIC as of September 30, 2017, each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. These licenses were surrendered in January 2018 (see Note 6 in the accompanying notes to the Consolidated Financial Statements).
(15)
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement).
(16)
First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
(17)
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
(18)
In December 2016, the Company restructured its investment in Senior Loan Fund JV I, LLC. As part of the restructuring, the Company exchanged its subordinated notes for Class A Mezzanine Secured Deferrable Floating Rate Notes and Class B Mezzanine Secured Deferrable Fixed Rate Notes issued by a newly formed, wholly owned subsidiary, SLF Repack Issuer 2016 LLC. The Class A Mezzanine Secured Deferrable Floating Rate Notes bear interest at a rate of LIBOR plus the applicable margin as defined in the indenture. The Class A Mezzanine Secured Deferrable Floating Rate Notes and Class B Mezzanine Secured Deferrable Fixed Rate Notes are collectively referred to as the "mezzanine notes".
(19)
In June 2017, the Company sold all of its investments in Eagle Physicians in exchange for cash and the right to receive contingent payments in the future based on the performance of Eagle Physicians, which is referred to as an "earn-out" in the consolidated schedule of investments. Prior to the sale of its investments in Eagle Physicians, the Company may have been deemed to control Eagle Physicians within the meaning of the 1940 Act due to the fact that the Company owned greater than 25% of the voting securities in Eagle Physicians. After the sale and as of September 30, 2017, the Company no longer owns any of the voting securities in Eagle Physicians and is not deemed to control Eagle Physicians within the meaning of the 1940 Act.
(20)
In June 2017, AdVenture Interactive, Corp. completed a reorganization in which it separated its marketing services business from its online program management business. In connection with the reorganization, FS AVI Holdco LLC was formed as a separate entity and is the parent to Keypath Education, Inc., which represents the former marketing services business, and the Company's first lien term loan and revolver with AdVenture Interactive, Corp. were assigned to Keypath Education, Inc. Subsequent to the reorganization, AdVenture Interactive, Corp. holds preferred units in Keypath Education Holdings, LLC, which conducts the online program management business. The Company is not deemed to control Keypath Education Holdings, LLC under the 1940 Act.
(21)
The Company's investment in Maverick Healthcare is currently past due. In May 2017, the Company entered into a forbearance agreement with Maverick Healthcare in which the Company has temporarily agreed not to take action against Maverick Healthcare.
(22)
As of September 30, 2017, these investments are categorized as Level 2 within the fair value hierarchy established by ASC 820. All other investments are categorized as Level 3 as of September 30, 2017 and were valued using significant unobservable inputs.
(23)
This investment was on cash non-accrual status as of September 30, 2017. Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
(24)
This investment was on PIK non-accrual status as of September 30, 2017. PIK non-accrual status is inclusive of other non-cash income, where applicable.
(25)
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.

See notes to Consolidated Financial Statements.



28

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 1. Organization
Oaktree Specialty Lending Corporation (formerly known as Fifth Street Finance Corp. through October 17, 2017) (together with its consolidated subsidiaries, the "Company") is a specialty finance company that is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company under the 1940 Act. The Company has qualified and elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), for tax purposes.
The Company seeks to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions, including first and second lien loans, unsecured and mezzanine loans and preferred equity. The Company may also seek to generate capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions.
As of October 17, 2017, the Company is externally managed by Oaktree Capital Management, L.P. (“Oaktree”), a subsidiary of Oaktree Capital Group, LLC (“OCG”), a global investment manager specializing in alternative investments, pursuant to an investment advisory agreement between the Company and Oaktree (the “New Investment Advisory Agreement”). Oaktree Fund Administration, LLC (“Oaktree Administrator”), a subsidiary of Oaktree, provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement between the Company and Oaktree Administrator (the “New Administration Agreement”). See Note 11.
Prior to October 17, 2017, the Company was externally managed by Fifth Street Management LLC (the "Former Adviser”), an indirect, partially-owned subsidiary of Fifth Street Asset Management Inc. (“FSAM”), and FSC CT LLC (the "Former Administrator"), a subsidiary of the Former Adviser, also provided certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the "Former Administration Agreement").
On September 7, 2017, stockholders of the Company approved the New Investment Advisory Agreement to take effect upon the closing of the transactions contemplated by the Asset Purchase Agreement (the “Purchase Agreement”), by and among Oaktree, the Former Adviser, and, for certain limited purposes, FSAM, and Fifth Street Holdings L.P., the direct, partial owner of the Former Adviser (the “Transaction”). Upon the closing of the Transaction on October 17, 2017, Oaktree became the investment adviser to each of Oaktree Strategic Income Corporation (formerly known as Fifth Street Senior Floating Rate Corp.) (“OCSI”) and the Company. The closing of the Transaction resulted in an assignment for purposes of the 1940 Act of the fourth amended and restated investment advisory agreement between the Former Adviser and the Company (the "Former Investment Advisory Agreement") and, as a result, its immediate termination.

Note 2. Significant Accounting Policies
Basis of Presentation:
The Consolidated Financial Statements of the Company have been prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the Consolidated Financial Statements have been made. All intercompany balances and transactions have been eliminated. The Company is an investment company following the accounting and reporting guidance in FASB ASC Topic 946, Financial Services - Investment Companies ("ASC 946").
Use of Estimates:
The preparation of the financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Changes in the economic and political environments, financial markets and any other parameters used in determining these estimates could cause actual results to differ and such differences could be material. Significant estimates include the valuation of investments and revenue recognition.
Consolidation:
The accompanying Consolidated Financial Statements include the accounts of Oaktree Specialty Lending Corporation and its consolidated subsidiaries. Each consolidated subsidiary is wholly-owned and, as such, consolidated into the Consolidated Financial Statements. Certain subsidiaries that hold investments are treated as pass through entities for tax purposes. The assets of certain of the consolidated subsidiaries are not directly available to satisfy the claims of the creditors of Oaktree Specialty Lending Corporation or any of its other subsidiaries. As of June 30, 2018 , the consolidated subsidiaries were Fifth Street Fund of Funds LLC ("Fund of Funds"), Fifth Street Mezzanine Partners IV, L.P. ("FSMP IV"), Fifth Street Mezzanine Partners V, L.P. ("FSMP V" and together with

29

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





FSMP IV, the "Excluded Subsidiaries"), FSMP IV GP, LLC, FSMP V GP, LLC and FSFC Holdings, Inc. ("Holdings"). In addition, the Company consolidates various holding companies held in connection with its equity investments in certain portfolio investments.
As an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements but rather are included on the Statements of Assets and Liabilities as investments at fair value.

Fair Value Measurements:
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.
Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
If inputs used to measure fair value fall into different levels of the fair value hierarchy an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.
Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, Oaktree obtains and analyzes readily available market quotations provided by independent pricing services for all of the Company's first lien and second lien ("senior secured") debt investments for which quotations are available. In determining the fair value of a particular investment, pricing services use observable market information, including both binding and non-binding indicative quotations.
Oaktree evaluates the quotations provided by independent pricing services and company specific data that could affect the credit quality and/or fair value of the investment. Investments for which market quotations are readily available may be valued at such market quotations. In order to validate market quotations, Oaktree looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Oaktree does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a "fire sale" by a distressed seller. In these instances, the Company values such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available (as discussed below).
If the quotation provided by the pricing service is based on only one or two market sources, the Company performs additional procedures to corroborate such information, which may include the market yield technique discussed below and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company.
The Company performs detailed valuations of its debt and equity investments for which market quotations are not readily available or are deemed not to represent fair value of the investments. The Company typically uses three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to

30

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that the Company is deemed to control under the 1940 Act. To estimate the EV of a portfolio company, Oaktree analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company, and competitive dynamics in the company’s industry. Oaktree also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase price multiples as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Company may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Company considers the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
In accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946 may be valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.
The Company estimates the fair value of privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.
The Company's Board of Directors undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:
The quarterly valuation process begins with each portfolio company or investment being initially valued by Oaktree's valuation team in conjunction with Oaktree's portfolio management team and investment professionals responsible for each portfolio investment;
Preliminary valuations are then reviewed and discussed with management of Oaktree;
Separately, independent valuation firms engaged by the Board of Directors prepare valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to Oaktree and the Audit Committee of the Board of Directors;
Oaktree compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;
The Audit Committee reviews the preliminary valuations with Oaktree, and Oaktree responds and supplements the preliminary valuations to reflect any discussions between Oaktree and the Audit Committee;
The Audit Committee makes a recommendation to the full Board of Directors regarding the fair value of the investments in the Company's portfolio; and
The Board of Directors discusses valuations and determines the fair value of each investment in the Company's portfolio.
The fair value of the Company's investments as of June 30, 2018 and September 30, 2017 was determined in good faith by the Board of Directors. The Board of Directors has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of a portion of the Company's portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board of Directors may reasonably rely on that assistance. However, the Board of Directors is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company's valuation policy and a consistently applied valuation process.
The Company has not elected the fair value option to report other selected financial assets and liabilities at fair value. With the exception of the line items entitled "deferred financing costs," "other assets," "credit facilities payable" and "unsecured notes payable,"

31

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





which are reported at amortized cost, all assets and liabilities approximate fair value on the Consolidated Statement of Assets and Liabilities. The carrying value of the line items titled "interest, dividends, and fees receivable," "due from portfolio companies," "receivables from unsettled transactions," "accounts payable, accrued expenses and other liabilities," "base management fee and Part I incentive fee payable," "due to affiliate," "interest payable," "amounts payable to syndication partners," "director fees payable" and "payables from unsettled transactions" approximate fair value due to their short maturities.
Foreign Currency Translation
The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the prevailing foreign exchange rate on the reporting date. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments and investment related assets and liabilities from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.
Investment Income:
Interest Income
Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations.
In connection with its investment in a portfolio company, the Company sometimes receives nominal cost equity that is valued as part of the negotiation process with the portfolio company. When the Company receives nominal cost equity, the Company allocates its cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.
For the Company's secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the buyer from the partial loan sales is recorded within interest expense in the Consolidated Statements of Operations.
PIK Interest Income
The Company's investments in debt securities may contain PIK interest provisions. PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company's decision to cease accruing PIK interest involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; the Company's assessment of the portfolio company's business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Based on this and other information, the Company determines whether to cease accruing PIK interest on a loan or debt security. The Company's determination to cease accruing PIK interest is generally made well before the Company's full write-down of a loan or debt security. In addition, if it is subsequently determined that the Company will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on the Company’s debt investments increases the recorded cost bases of these investments in the consolidated financial statements and, as a result, increases the cost bases of these investments for purposes of computing the capital gain incentive fee payable by the Company to Oaktree beginning in the fiscal year ending September 30, 2019. To maintain its status as a RIC, certain income from PIK interest may be required to be distributed to the Company’s stockholders, even though the Company has not yet collected the cash and may never do so.

32

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Fee Income
The Company receives a variety of fees in the ordinary course of business, including servicing, advisory, amendment, structuring and prepayment fees, which are classified as fee income and recognized as they are earned.
The Company may structure exit fees across certain of its portfolio investments to be received upon the future exit of those investments. These fees are typically paid to the Company upon the earliest to occur of (i) a sale of the borrower or substantially all of its assets of the borrower, (ii) the maturity date of the loan or (iii) the date when full prepayment of the loan occurs. The receipt of such fees is contingent upon the occurrence of one of the events listed above for each of the investments. A percentage of these fees is included in net investment income over the life of the loan.
Dividend Income
The Company generally recognizes dividend income on the ex-dividend date. Distributions received from equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents and restricted cash consist of demand deposits and highly liquid investments with maturities of three months or less when acquired. The Company places its cash and cash equivalents and restricted cash with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. Cash and cash equivalents are classified as Level 1 assets and are included on the Company's Consolidated Schedule of Investments.
As of September 30, 2017, included in cash and cash equivalents was $25.2 million held in bank accounts of the Excluded Subsidiaries. These cash and cash equivalents were permitted only for certain uses, including funding operating expenses of the Excluded Subsidiaries. This cash was not permitted to be used to fund the Company's investments that were held outside the Excluded Subsidiaries or for other corporate purposes of the Company. As of June 30, 2018, there were no cash and cash equivalents held in bank accounts of the Excluded Subsidiaries.
As of September 30, 2017, included in restricted cash was $6.8 million that was held at U.S. Bank, National Association in connection with the Company's Sumitomo Facility (as defined in Note 6). The Company was restricted in terms of access to this cash until the occurrence of the periodic distribution dates and, in connection therewith, the Company’s submission of its required periodic reporting schedules and verifications of the Company’s compliance with the terms of the credit agreement.
Due from Portfolio Companies:
Due from portfolio companies consists of amounts payable to the Company from its portfolio companies, including proceeds from the sale of portfolio companies not yet received or being held in escrow, and excluding those amounts attributable to interest, dividends or fees receivable. These amounts are recognized as they become payable to the Company ( e.g. , principal payments on the scheduled amortization payment date).
Receivables/Payables From Unsettled Transactions:
Receivables/payables from unsettled transactions consists of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date.
Deferred Financing Costs:
Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities and debt offerings. Deferred financing costs in connection with credit facilities are capitalized as an asset at the time of payment. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the related debt liability at the time of payment. Deferred financing costs are amortized using the effective interest method over the terms of the respective debt arrangement. This amortization expense is included in interest expense in the Company's Consolidated Statements of Operations. Upon early termination or modification of a credit facility, all or a portion of unamortized fees related to such facility may be accelerated into interest expense.





33

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Offering Costs:
Offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company's securities, including legal, accounting and printing fees. The Company charges offering costs to capital at the time of an offering. There were no offering costs charged to capital during the nine months ended June 30, 2018 and 2017.
Income Taxes:
The Company has elected to be subject to tax as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each taxable year. As a RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to stockholders as a dividend. Depending on the level of taxable income earned during a taxable year, the Company may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next taxable year. The Company would then incur a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. The Company anticipates timely distribution of its taxable income within the tax rules under Subchapter M of the Code. The Company did not incur a U.S. federal excise tax for calendar years 2016 and 2017 and does not expect to incur a U.S. federal excise tax for calendar year 2018.
The Company holds certain portfolio investments through taxable subsidiaries, including Fund of Funds and Holdings. The purpose of the Company's taxable subsidiaries is to permit the Company to hold equity investments in portfolio companies which are "pass through" entities for U.S. federal income tax purposes in order to comply with the RIC tax requirements. The taxable subsidiaries are consolidated for financial reporting purposes, and portfolio investments held by them are included in the Company’s Consolidated Financial Statements as portfolio investments and recorded at fair value. The taxable subsidiaries are not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. This income tax expense, if any, would be reflected in the Company's Consolidated Statements of Operations. The Company uses the liability method to account for its taxable subsidiaries' income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating loss carry forwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences.
FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes ("ASC 740"), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the Company's Consolidated Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Management's determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including an ongoing analysis of tax laws, regulations and interpretations thereof. The Company recognizes the tax benefits of uncertain tax positions only where the position is "more-likely-than-not" to be sustained assuming examination by tax authorities. Management has analyzed the Company's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2015, 2016 or 2017. The Company identifies its major tax jurisdictions as U.S. Federal and California, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
Secured Borrowings:
The Company follows the guidance in ASC 860 when accounting for loan participations and other partial loan sales. Such guidance provides accounting and reporting standards for transfers and servicing of financial assets and requires a participation or other partial loan sales to meet the definition of a "participating interest," as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest or which are not eligible for sale accounting remain on the Company's Consolidated Statements of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. See Note 14 for additional information.

34

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Amounts Payable to Syndication Partners:
The Company acts as administrative agent for certain loans it originates and then syndicates. As administrative agent, the Company receives interest, principal and/or other payments from borrowers that is redistributed to syndication partners. If not redistributed by the reporting date, such amounts are classified in restricted cash and a payable is recorded to syndication partners on the Consolidated Statements of Assets and Liabilities.
Fair Value Option:
The Company adopted certain principles under FASB ASC Topic 825 Financial Instruments Fair Value Option ("ASC 825") and elected the fair value option for its secured borrowings, which had a cost basis of $12.6 million and $13.5 million in the aggregate as of each of June 30, 2018 and September 30, 2017 , respectively. The Company believes that by electing the fair value option for these financial instruments, it provides consistent measurement of the assets and liabilities which relate to the partial loan sales mentioned above.
Recent Accounting Pronouncements:
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations . This ASU is intended to clarify revenue recognition accounting when a third party is involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing . This ASU is intended to clarify two aspects of Topic 606: identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients . This ASU amends certain aspects of ASU 2014-09, addresses certain implementation issues identified and clarifies the new revenue standards’ core revenue recognition principles. The new standards will be effective for the Company on October 1, 2018 and early adoption is permitted on the original effective date of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The majority of Company's revenues is accounted for under FASB ASC Topic 320, Investments - Debt and Equity Securities , which is excluded from this standard. For the revenue subject to the new standard, the Company has not yet selected a transition method nor has it determined the effect of this standard on its Consolidated Financial Statements and related disclosures.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall ("ASU 2016-01"), which makes limited amendments to the guidance in GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein.  Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Statement of Assets and Liabilities as of the beginning of the first reporting period in which the guidance is effective.  The Company did not early adopt the new guidance during the three months ended June 30, 2018 . The Company is evaluating the effect that ASU 2016-01 will have on its Consolidated Financial Statements and related disclosures.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods therein, and early adoption is permitted. The amendment should be adopted retrospectively. The Company did not early adopt the new guidance during the three months ended June 30, 2018 . The new guidance is not expected to have a material effect on the Company's Consolidated Financial Statements other than a change in presentation of individual line items on the Consolidated Statement of Cash Flows.


35

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 3. Portfolio Investments
As of June 30, 2018 , 181.4% of net assets, or $1.5 billion , was invested in 116 portfolio companies, including the Company's investment in Class A mezzanine secured deferrable floating rate notes, Class B mezzanine secured deferrable fixed rate notes and limited liability company ("LLC") equity interests in Senior Loan Fund JV I, LLC (together with its consolidated subsidiaries, "SLF JV I"), which had a fair value of $100.4 million , $29.5 million and $1.9 million , respectively. As of June 30, 2018 , 6.8% of net assets, or $57.1 million , was invested in cash and cash equivalents (including restricted cash). In comparison, as of September 30, 2017 , 177.7% of net assets, or $ 1.5 billion , was invested in 125 portfolio investments, including the Company's investment in Class A mezzanine secured deferrable floating rate notes, Class B mezzanine secured deferrable fixed rate notes and LLC equity interests in SLF JV I, which had a fair value of $101.0 million , $27.6 million and $5.5 million , respectively, and 6.9% of net assets, or $59.9 million , was invested in cash and cash equivalents (including restricted cash). As of June 30, 2018 , 76.0% of the Company's portfolio at fair value consisted of senior secured debt investments and 19.4% consisted of subordinated notes, including debt investments in SLF JV I. As of September 30, 2017, 78.0% of the Company's portfolio at fair value consisted of senior secured debt investments and 14.4% consisted of subordinated notes, including debt investments in SLF JV I.
The Company also held equity investments in certain of its portfolio companies consisting of common stock, preferred stock, warrants, limited partnership interests or LLC equity interests. These instruments generally do not produce a current return but are held for potential investment appreciation and capital gain.
During the three and nine months ended June 30, 2018 , the Company recorded net realized losses on investments and secured borrowings of $89.4 million and $84.9 million , respectively. During the three and nine months ended June 30, 2017, the Company recorded net realized losses on investments and secured borrowings of $12.3 million and $151.3 million, respectively. During the three and nine months ended June 30, 2018 , the Company recorded net unrealized appreciation on investments, secured borrowings and foreign currency of $99.3 million and $55.4 million , respectively. During the three and nine months ended June 30, 2017, the Company recorded net unrealized appreciation (depreciation) on investments, secured borrowings and foreign currency of $(13.1) million and $18.6 million, respectively.
The composition of the Company's investments as of June 30, 2018 and September 30, 2017 at cost and fair value was as follows:
June 30, 2018
September 30, 2017
Cost
Fair Value
Cost
Fair Value
Investments in debt securities
$
1,449,098

$
1,320,770

$
1,426,301

$
1,296,138

Investments in equity securities
88,563

67,840

186,521

111,421

Debt investments in SLF JV I
129,976

129,976

128,671

128,671

Equity investment in SLF JV I
16,172

1,932

16,172

5,525

Total
$
1,683,809

$
1,520,518

$
1,757,665

$
1,541,755

The composition of the Company's debt investments as of June 30, 2018 and September 30, 2017 at fixed rates and floating rates was as follows:
June 30, 2018
September 30, 2017
Fair Value
% of Debt
Portfolio
Fair Value
% of Debt
Portfolio
Fixed rate debt securities, including debt investments in SLF JV I
$
247,480

17.06
%
$
233,869

16.41
%
Floating rate debt securities, including debt investments in SLF JV I
1,203,266

82.94

1,190,940

83.59

Total
$
1,450,746

100.00
%
$
1,424,809

100.00
%

36

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





The following table presents the financial instruments carried at fair value as of June 30, 2018 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
Level 1
Level 2
Level 3
Measured at Net Asset Value (a)
Total
Investments in debt securities (senior secured)
$

$
492,770

$
662,780

$

$
1,155,550

Investments in debt securities (subordinated, including debt investments in SLF JV I)

142,944

152,252


295,196

Investments in equity securities (preferred)


5,583


5,583

Investments in equity securities (common and warrants, including LLC equity interests of SLF JV I)


52,634

11,555

64,189

Total investments at fair value

635,714

873,249

11,555

1,520,518

Cash equivalents
43,097




43,097

Total assets at fair value
$
43,097

$
635,714

$
873,249

$
11,555

$
1,563,615

Secured borrowings relating to senior secured debt investments


9,950


9,950

Total liabilities at fair value
$

$

$
9,950

$

$
9,950

__________
(a)
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The following table presents the financial instruments carried at fair value as of September 30, 2017 on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
Level 1
Level 2
Level 3
Measured at Net Asset Value (a)
Total
Investments in debt securities (senior secured)
$

$
142,257

$
1,060,442

$

$
1,202,699

Investments in debt securities (subordinated, including debt investments in SLF JV I)

41,778

180,331


222,109

Investments in equity securities (preferred)


16,445


16,445

Investments in equity securities (common and warrants, including LLC equity interests of SLF JV I)


69,164

31,338

100,502

Total investments at fair value

184,035

1,326,382

31,338

1,541,755

Cash equivalents
48,808




48,808

Total assets at fair value
$
48,808

$
184,035

$
1,326,382

$
31,338

$
1,590,563

Secured borrowings relating to senior secured debt investments


13,256


13,256

Total liabilities at fair value
$

$

$
13,256

$

$
13,256

__________
(a)
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (i.e. components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology. Transfers between levels are recognized at the beginning of the reporting period.

37

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





The following table provides a roll-forward in the changes in fair value from March 31, 2018 to June 30, 2018 for all investments and secured borrowings for which the Company determined fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including debt investments in SLF JV I)
Preferred
Equity
Common
Equity and Warrants
Total
Secured Borrowings
Fair value as of March 31, 2018
$
840,282

$
150,900

$
13,797

$
62,978

$
1,067,957

$
10,652

New investments & net revolver activity
37,000




37,000


Redemptions/repayments/sales
(226,500
)
(917
)
(9,784
)
(15,806
)
(253,007
)
(325
)
Transfers in (a)
9,064




9,064


Net accrual of PIK interest income
206

1,868



2,074


Accretion of OID
775




775


Net unrealized appreciation on investments
38,564

401

27,724

35,380

102,069


Net unrealized depreciation on secured borrowings





(377
)
Realized loss on investments
(36,611
)

(26,154
)
(29,918
)
(92,683
)

Fair value as of June 30, 2018
$
662,780

$
152,252

$
5,583

$
52,634

$
873,249

$
9,950

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of June 30, 2018 and reported within net unrealized appreciation (depreciation) on investments and foreign currency and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the three months ended June 30, 2018
$
(246
)
$
401

$
38

$
(1,361
)
$
(1,168
)
$
(377
)

__________
(a) There was a transfer from Level 2 to Level 3 for one investment during the quarter ended June 30, 2018 as a result of a decreased number of market quotes available and/or decreased market liquidity.

The following table provides a roll-forward in the changes in fair value from March 31, 2017 to June 30, 2017 for all investments and secured borrowings for which the Company determined fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including debt investments in SLF JV I)
Preferred
Equity
Common
Equity and Warrants
Total
Secured Borrowings
Fair value as of March 31, 2017
$
1,334,882

$
259,431

$
50,794

$
103,420

$
1,748,527

$
14,008

New investments & net revolver activity
87,640

2,441


7,856

97,937


Redemptions/repayments
(147,504
)
(30,495
)

(1,220
)
(179,219
)
(309
)
Net accrual of PIK interest income
854

1,352

83


2,289


Accretion of OID
4,897




4,897


Net change in unearned income
33

19



52


Net unrealized appreciation (depreciation) on investments
(4,026
)
1,103

(5,012
)
(3,991
)
(11,926
)

Net unrealized depreciation on secured borrowings





(124
)
Realized loss on investments
(8,958
)


(3,407
)
(12,365
)

Fair value as of June 30, 2017
$
1,267,818

$
233,851

$
45,865

$
102,658

$
1,650,192

$
13,575

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of June 30, 2017 and reported within net unrealized appreciation (depreciation) on investments and foreign currency and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the three months ended June 30, 2017
$
(5,771
)
$
(473
)
$
(3,095
)
$
(4,521
)
$
(13,860
)
$
(124
)


38

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





The following table provides a roll-forward in the changes in fair value from September 30, 2017 to June 30, 2018 for all investments and secured borrowings for which the Company determined fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including debt investments in SLF JV I)
Preferred
Equity
Common
Equity and Warrants
Total
Secured Borrowings
Fair value as of September 30, 2017
$
1,060,442

$
180,331

$
16,445

$
69,164

$
1,326,382

$
13,256

New investments & net revolver activity
254,313

2,663


2,500

259,476


Redemptions/repayments/sales
(594,234
)
(22,735
)
(12,397
)
(22,048
)
(651,414
)
(866
)
Transfers out (a)
(37,368
)



(37,368
)

Net accrual of PIK interest income
1,588

2,279



3,867


Accretion of OID
2,156




2,156


Net unrealized appreciation (depreciation) on investments
12,494

(10,285
)
25,576

30,644

58,429


Net unrealized depreciation on secured borrowings





(2,440
)
Realized loss on investments
(36,611
)
(1
)
(24,041
)
(27,626
)
(88,279
)

Fair value as of June 30, 2018
$
662,780

$
152,252

$
5,583

$
52,634

$
873,249

$
9,950

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of June 30, 2018 and reported within net unrealized appreciation (depreciation) on investments and foreign currency and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the nine months ended June 30, 2018
$
(24,252
)
$
(10,286
)
$
(354
)
$
(6,110
)
$
(41,002
)
$
(2,440
)
__________
(a) There were transfers out of Level 3 to Level 2 for certain investments during the nine months ended June 30, 2018 as a result of an increased number of market quotes available and/or increased market liquidity.
The following table provides a roll-forward in the changes in fair value from September 30, 2016 to June 30, 2017 for all investments and secured borrowings for which the Company determined fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including debt investments in SLF JV I)
Preferred
Equity
Common
Equity and Warrants
Total
Secured Borrowings
Fair value as of September 30, 2016
$
1,689,535

$
285,277

$
47,749

$
106,540

$
2,129,101

$
18,400

New investments & net revolver activity
296,724

130,508


37,272

464,504


Redemptions/repayments
(637,317
)
(180,538
)
(652
)
(6,197
)
(824,704
)
(5,119
)
Net accrual of PIK interest income
1,026

2,470

1,470


4,966


Accretion of OID
10,167




10,167


Net change in unearned income
146

41



187


Net unrealized appreciation (depreciation) on investments
27,429

15,950

4,250

(30,204
)
17,425


Net unrealized appreciation on secured borrowings





294

Realized loss on investments
(119,892
)
(19,857
)
(6,952
)
(4,753
)
(151,454
)

Fair value as of June 30, 2017
$
1,267,818

$
233,851

$
45,865

$
102,658

$
1,650,192

$
13,575

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of June 30, 2017 and reported within net unrealized appreciation (depreciation) on investments and foreign currency and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the nine months ended June 30, 2017
$
(85,327
)
$
(1,296
)
$
(903
)
$
(25,842
)
$
(113,368
)
$
294





39

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Significant Unobservable Inputs for Level 3 Investments
The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments and secured borrowings, which are carried at fair value, as of June 30, 2018 :
Asset
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Senior secured debt
$
334,735

Market yield technique
Market yield
(a)
7.4%
-
20.3%
12.1%
102,215

Enterprise value technique
EBITDA multiple
(b)
3.4x
-
7.6x
4.9x
32,510

Enterprise value technique
Asset multiple
(b)
0.9x
-
1.1x
1.0x
37,031

Transactions precedent technique
Transaction price
(d)
N/A
-
N/A
N/A
156,290

Market quotations
Broker quoted price
(e)
N/A
-
N/A
N/A
Subordinated debt
20,703

Market yield technique
Market yield
(a)
13.3%
-
20.0%
15.2%
1,573

Enterprise value technique
EBITDA multiple
(a)
4.8x
-
6.9x
5.5x
SLF JV I debt investments
129,976

Enterprise value technique
N/A
(f)
N/A
-
N/A
N/A
Preferred & common equity
14,543

Enterprise value technique
Revenue multiple
(b)
0.5x
-
11.0x
2.2x
33,572

Enterprise value technique
EBITDA multiple
(b)
3.4x
-
17.9x
7.6x
5,646

Transactions precedent technique
Transaction price
(d)
N/A
-
N/A
N/A
4,455

Enterprise value technique
Asset multiple
(b)
0.9x
-
1.1x
1.0x
Total
$
873,249

Secured borrowings
9,950

Enterprise value technique
EBITDA multiple
(b)
5.5x
-
5.7x
5.6x
Total
$
9,950

__________
(a)
Used when market participant would take into account market yield when pricing the investment or secured borrowings.
(b)
Used when market participant would use such multiples when pricing the investment.
(c)
Weighted averages are calculated based on fair value of investments or secured borrowings.
(d)
Used when there is an observable transaction or pending event for the investment.
(e)
The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. The company performs additional procedures to corroborate such information, which may include the market yield technique and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company. Each quoted price is evaluated by the Audit Committee of the Company's Board of Directors in conjunction with additional information compiled by Oaktree.
(f)
The Company determined the value based on the total assets less the total liabilities senior to the mezzanine notes held at SLF JV I in an amount not exceeding par under the enterprise value technique.
Under the market yield technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt securities and secured borrowings as of June 30, 2018 is the market yield. Increases or decreases in the market yield may result in a lower or higher fair value measurement, respectively.
Under the enterprise value technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt or equity securities as of June 30, 2018 is the earnings before interest, taxes, depreciation and amortization ("EBITDA"), revenue or asset multiple, as applicable. Increases or decreases in the valuation multiples in isolation may result in a higher or lower fair value measurement, respectively.

40

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments and secured borrowings, which are carried at fair value, as of September 30, 2017 :
Asset
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Senior secured debt
$
632,835

Market yield technique
Capital structure premium
(a)
0.0%
-
2.0%
0.7%
Tranche specific risk premium/(discount)
(a)
(2.5)%
-
10.5%
2.9%
Size premium
(a)
0.5%
-
2.0%
1.0%
Industry premium/(discount)
(a)
(1.2)%
-
2.6%
0.4%
58,815

Enterprise value technique
Revenue multiple
(b)
0.2x
-
0.6x
0.5x
107,313

Enterprise value technique
EBITDA multiple
(b)
0.1x
-
7.2x
4.6x
98,800

Transactions precedent technique
Transaction price
(d)
N/A
-
N/A
N/A
162,679

Market quotations
Broker quoted price
(e)
N/A
-
N/A
N/A
Subordinated debt
40,825

Market yield technique
Capital structure premium
(a)
2.0%
-
2.0%
2.0%
Tranche specific risk premium
(a)
1.8%
-
5.9%
3.4%
Size premium
(a)
2.0%
-
2.0%
2.0%
Industry premium/(discount)
(a)
(0.5)%
-
2.6%
0.6%
10,835

Enterprise value technique
EBITDA multiple
(b)
6.3x
-
7.0x
6.4x
SLF JV I debt investments
128,671

Enterprise value technique
N/A
(f)
N/A
-
N/A
N/A
Preferred & common equity
85,609

Enterprise value technique
EBITDA multiple
(b)
0.1x
-
15.6x
6.8x
Revenue multiple
(b)
0.9x
10.9x
2.7x
Total
$
1,326,382

Secured borrowings
13,256

Market yield technique
Tranche specific risk premium (discount)
(a)
(2.0)%
-
6.5%
5.7%
Size premium
(a)
2.0%
-
2.0%
2.0%
Industry premium
(a)
0.2%
-
0.2%
0.2%
Total
$
13,256

__________
(a)
Used when market participant would take into account this premium or discount when pricing the investment or secured borrowings based on a market yield.
(b)
Used when market participant would use such multiples when pricing the investment.
(c)
Weighted averages are calculated based on fair value of investments or secured borrowings.
(d)
Used when there is an observable transaction or pending event for the investment.
(e)
The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. The company performs additional procedures to corroborate such information, which may include the market yield technique and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company. Each quoted price is evaluated by the Audit Committee of the Company's Board of Directors in conjunction with additional information compiled by Oaktree.
(f)
The Company determined the value based on the total assets less the total liabilities senior to the mezzanine notes held at SLF JV I in an amount not exceeding par under the enterprise value technique
Under the market yield technique, the significant unobservable inputs used in the fair value measurement of the Company's investments in debt securities and secured borrowings as of September 30, 2017 are capital structure premium, tranche specific risk premium (discount), size premium and industry premium (discount). Increases or decreases in any of those inputs in isolation may result in a lower or higher fair value measurement, respectively.
Under the enterprise value technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt or equity securities as of September 30, 2017 is the EBITDA or revenue multiple, as applicable. Increases or decreases in the valuation multiples in isolation may result in a higher or lower fair value measurement, respectively.

41

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Financial Instruments Disclosed, But Not Carried, At Fair Value
The following table presents the carrying value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of June 30, 2018 and the level of each financial liability within the fair value hierarchy:
Carrying
Value
Fair Value
Level 1
Level 2
Level 3
Credit facility payable
$
211,000

$
211,000

$

$

$
211,000

Unsecured notes payable (net of unamortized financing costs)
386,132

393,156


162,615

230,541

Total
$
597,132

$
604,156

$

$
162,615

$
441,541

The following table presents the carrying value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of September 30, 2017 and the level of each financial liability within the fair value hierarchy:
Carrying
Value
Fair Value
Level 1
Level 2
Level 3
Credit facilities payable
$
255,995

$
255,995

$

$

$
255,995

Unsecured notes payable (net of unamortized financing costs)
406,115

414,067


163,517

250,550

Total
$
662,110

$
670,062

$

$
163,517

$
506,545

The principal values of the credit facilities payable approximate their fair values due to their variable interest rates and are included in Level 3 of the hierarchy.
The Company uses the non-binding indicative quoted price as of the valuation date to estimate the fair value of its 4.875% unsecured notes due 2019 ("2019 Notes"), which are included in Level 3 of the hierarchy.
The Company uses the unadjusted quoted price as of the valuation date to calculate the fair value of its 5.875% unsecured notes due 2024 ("2024 Notes") and its 6.125% unsecured notes due 2028 ("2028 Notes"), which currently trade under the symbol "OSLE" on the New York Stock Exchange and the symbol "OCSLL" on the Nasdaq Global Select Market, respectively. Although these securities are publicly traded, the market is relatively inactive, and accordingly, these securities are included in Level 2 of the hierarchy.

Portfolio Composition
Summaries of the composition of the Company's investment portfolio at cost as a percentage of total investments and at fair value as a percentage of total investments and total net assets are shown in the following tables:
June 30, 2018
September 30, 2017
Cost:
% of Total Investments
% of Total Investments
Senior secured debt
$
1,255,591

74.57
%
$
1,313,432

74.73
%
Subordinated debt
193,507

11.49

112,869

6.42

Debt investments in SLF JV I
129,976

7.72

128,671

7.32

LLC equity interests of SLF JV I
16,172

0.96

16,172

0.92

Purchased equity
73,686

4.38

112,558

6.40

Equity grants
4,064

0.24

48,805

2.78

Limited partnership interests
10,813

0.64

25,158

1.43

Total
$
1,683,809

100.00
%
$
1,757,665

100.00
%

42

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





June 30, 2018
September 30, 2017
Fair Value:
% of Total Investments
% of Total Net Assets
% of Total Investments
% of Total Net Assets
Senior secured debt
$
1,155,550

76.00
%
137.88
%
$
1,202,699

78.01
%
138.61
%
Subordinated debt
165,220

10.87
%
19.71
%
93,438

6.06
%
10.77
%
Debt investments in SLF JV I
129,976

8.55
%
15.51
%
128,671

8.35
%
14.83
%
LLC equity interests of SLF JV I
1,932

0.13
%
0.23
%
5,525

0.36
%
0.64
%
Purchased equity
51,757

3.40
%
6.18
%
78,655

5.10
%
9.07
%
Equity grants
6,460

0.42
%
0.77
%
6,954

0.45
%
0.80
%
Limited partnership interests
9,623

0.63
%
1.15
%
25,813

1.67
%
2.97
%
Total
$
1,520,518

100.00
%
181.43
%
$
1,541,755

100.00
%
177.69
%

The Company primarily invests in portfolio companies located in North America. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. The following tables show the portfolio composition by geographic region at cost as a percentage of total investments and at fair value as a percentage of total investments and total net assets:
June 30, 2018
September 30, 2017
Cost:
% of Total Investments
% of Total Investments
Northeast
$
477,092

28.33
%
$
648,105

36.87
%
Midwest
290,559

17.26
%
258,895

14.73
%
West
288,841

17.15
%
328,673

18.70
%
Southwest
260,855

15.49
%
271,484

15.45
%
Southeast
196,774

11.69
%
176,460

10.04
%
International
162,808

9.67
%
62,649

3.56
%
Northwest
6,880

0.41
%
11,399

0.65
%
Total
$
1,683,809

100.00
%
$
1,757,665

100.00
%
June 30, 2018
September 30, 2017
Fair Value:
% of Total Investments
% of Total Net Assets
% of Total Investments
% of Total Net Assets
Northeast
$
429,378

28.23
%
51.24
%
$
539,803

35.01
%
62.22
%
West
275,809

18.14
%
32.91
%
297,716

19.31
%
34.31
%
Midwest
241,199

15.86
%
28.78
%
224,111

14.54
%
25.83
%
Southeast
201,906

13.28
%
24.09
%
179,460

11.64
%
20.68
%
Southwest
196,147

12.90
%
23.40
%
224,233

14.54
%
25.84
%
International
169,158

11.13
%
20.18
%
64,780

4.20
%
7.47
%
Northwest
6,921

0.46
%
0.83
%
11,652

0.76
%
1.34
%
Total
$
1,520,518

100.00
%
181.43
%
$
1,541,755

100.00
%
177.69
%
The composition of the Company's portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and total net assets as of June 30, 2018 and September 30, 2017 was as follows:

43

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





June 30, 2018
September 30, 2017
Cost:
% of Total Investments
% of Total Investments
Multi-sector holdings (1)
$
161,755

9.60
%
$
173,427

9.87
%
Healthcare services
120,396

7.15

210,527

11.98

Internet software & services
101,106

6.00

270,192

15.37

Data processing & outsourced services
100,205

5.95

77,673

4.42

Property & casualty insurance
66,369

3.94



Environmental & facilities services
61,897

3.68

49,902

2.84

Movies & entertainment
61,502

3.65



Oil & gas equipment services
57,116

3.39

27,598

1.57

Specialized finance
51,946

3.09

3,224

0.18

Airlines
49,941

2.97

57,602

3.28

Healthcare equipment
48,918

2.91

99,614

5.67

Specialty stores
45,737

2.72

58,530

3.33

Electrical components & equipment
45,680

2.71



Advertising
44,219

2.63

84,720

4.82

Integrated telecommunication services
40,752

2.42

30,840

1.75

Aerospace & defense
39,443

2.34



Auto parts & equipment
38,619

2.29

21,191

1.21

Pharmaceuticals
35,674

2.12

60,810

3.46

Oil & gas exploration & production
34,707

2.06



Research & consulting services
34,581

2.05

37,952

2.16

Technology distributors
34,337

2.04



Air freight and logistics
32,530

1.93

32,530

1.85

Construction & engineering
30,414

1.81

67,879

3.86

Housewares & specialties
29,866

1.77

29,852

1.70

Diversified support services
25,188

1.50

22,724

1.29

Consumer electronics
23,382

1.39

23,176

1.32

General merchandise stores
22,861

1.36



Oil & gas refining & marketing
22,712

1.35



Healthcare distributors
19,706

1.17



Personal products
19,564

1.16



Apparel, accessories & luxury goods
18,265

1.08

5,165

0.29

Education services
16,418

0.98

50,013

2.85

Investment banking & brokerage
15,323

0.91



Healthcare technology
14,366

0.85



Security & alarm services
13,112

0.78

13,214

0.75

Industrial machinery
11,994

0.71

15,074

0.86

Commodity chemicals
10,953

0.65



Broadcasting
9,950

0.59



Household products
7,960

0.47



Household appliances
7,922

0.47



Precious metals & minerals
7,363

0.44

7,459

0.42

Trucking
7,006

0.42

7,081

0.40

Human resources & employment services
6,982

0.41



Commercial printing
5,883

0.35

5,983

0.34

Thrift & mortgage finance
5,790

0.34

7,240

0.41

Leisure facilities
5,450

0.32

30,931

1.76

Restaurants
4,873

0.29

4,910

0.28

Application software
4,818

0.29

51,444

2.93

Food retail
4,182

0.25

4,176

0.24

IT consulting & other services
3,963

0.24

4,127

0.23

Other diversified financial services
113

0.01

12,079

0.69

Distributors


14,963

0.85

Casinos & gaming


23,309

1.33

Home improvement retail


22,944

1.31

Real estate services


13,011

0.74

Hypermarkets & super centers


11,979

0.68

Computer & electronics retail


6,399

0.36

Multi-utilities


6,201

0.35

Total
$
1,683,809

100.00
%
$
1,757,665

100.00
%

44

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





June 30, 2018
September 30, 2017
Fair Value:
% of Total Investments
% of Total Net Assets
% of Total Investments
% of Total Net Assets
Multi-sector holdings (1)
$
147,265

9.69
%
17.56
%
$
164,511

10.67
%
18.96
%
Internet software & services
97,558

6.40

11.64

265,076

17.20

30.56

Data processing & outsourced services
86,183

5.67

10.28

68,314

4.43

7.87

Healthcare services
72,396

4.76

8.64

93,912

6.09

10.82

Property & casualty insurance
67,189

4.42

8.02




Environmental & facilities services
62,428

4.11

7.45

50,659

3.29

5.84

Movies & entertainment
61,755

4.06

7.37




Oil & gas equipment services
60,767

4.00

7.25

28,347

1.84

3.27

Airlines
54,408

3.58

6.49

59,511

3.86

6.86

Specialized finance
52,167

3.43

6.22

3,278

0.21

0.38

Electrical components & equipment
46,854

3.08

5.59




Specialty stores
44,915

2.95

5.36

56,867

3.69

6.55

Aerospace & defense
39,837

2.62

4.75




Auto parts & equipment
39,283

2.58

4.69

21,715

1.41

2.50

Pharmaceuticals
38,213

2.51

4.56

62,770

4.07

7.23

Research & consulting services
36,390

2.39

4.34

38,531

2.50

4.44

Oil & gas exploration & production
35,175

2.31

4.20




Integrated telecommunication services
34,934

2.30

4.17

31,358

2.03

3.61

Advertising
34,501

2.27

4.12

83,648

5.43

9.64

Technology distributors
34,328

2.26

4.10




Construction & engineering
31,508

2.07

3.76

50,269

3.26

5.79

Housewares & specialties
29,625

1.95

3.53

29,775

1.93

3.43

Diversified support services
24,960

1.64

2.98

22,554

1.46

2.60

Consumer electronics
24,484

1.61

2.92

24,066

1.56

2.77

Oil & gas refining & marketing
22,764

1.50

2.72




General merchandise stores
22,631

1.49

2.70




Personal products
19,750

1.30

2.36




Healthcare distributors
19,294

1.27

2.30




Investment banking & brokerage
15,323

1.01

1.83




Healthcare technology
14,573

0.96

1.74




Apparel, accessories & luxury goods
12,986

0.85

1.55

1,241

0.08

0.14

Security & alarm services
12,867

0.85

1.54

13,103

0.85

1.51

Industrial machinery
11,539

0.76

1.38

15,004

0.97

1.73

Commodity chemicals
10,964

0.72

1.31




Broadcasting
10,013

0.66

1.19




Healthcare equipment
9,431

0.62

1.13

72,922

4.73

8.40

Leisure facilities
8,167

0.54

0.97

32,591

2.11

3.76

Household appliances
7,990

0.53

0.95




Household products
7,966

0.52

0.95




Precious metals & minerals
7,595

0.50

0.91

7,464

0.48

0.86

Application software
7,142

0.47

0.85

53,905

3.50

6.21

Trucking
7,044

0.46

0.84

7,106

0.46

0.82

Human resources & employment services
7,017

0.46

0.84




Commercial printing
5,952

0.39

0.71

6,045

0.39

0.70

Thrift & mortgage finance
4,976

0.33

0.59

6,129

0.40

0.71

Restaurants
4,822

0.32

0.58

4,917

0.32

0.57

Food retail
4,256

0.28

0.51

4,251

0.28

0.49

Leisure products
3,940

0.26

0.47

5,900

0.38

0.68

IT consulting & other services
3,860

0.25

0.46

3,927

0.25

0.45

Education services
533

0.04

0.06

38,254

2.48

4.41

Air freight and logistics



1,810

0.12

0.21

Home improvement retail



24,784

1.61

2.86

Casinos & gaming



23,495

1.52

2.71

Distributors



14,829

0.96

1.71

Real estate services



13,014

0.84

1.50

Other diversified financial services



11,646

0.76

1.34

Hypermarkets & super centers



11,504

0.75

1.33

Computer & electronics retail



6,498

0.42

0.75

Multi-utilities



6,255

0.41

0.72

Total
$
1,520,518

100.00
%
181.43
%
$
1,541,755

100.00
%
177.69
%
___________________
(1)
This industry includes the Company's investment in SLF JV I.

45

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





As of June 30, 2018 and September 30, 2017 , the Company had no single investment that represented greater than 10% of the total investment portfolio at fair value. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate upon repayment or sale of an investment and in any given period can be highly concentrated among several investments. For the three and nine months ended June 30, 2018 and June 30, 2017, no individual investment produced investment income that exceeded 10% of total investment income.
Senior Loan Fund JV I LLC
In May 2014, the Company entered into an LLC agreement with Trinity Universal Insurance Company, a subsidiary of Kemper Corporation ("Kemper"), to form SLF JV I. On July 1, 2014, SLF JV I began investing in senior secured loans of middle-market companies and other corporate debt securities. The Company co-invests in these securities with Kemper through its investment in SLF JV I. SLF JV I is managed by a four person Board of Directors, two of whom are selected by the Company and two of whom are selected by Kemper. All portfolio decisions and investment decisions in respect of SLF JV I must be approved by the SLF JV I investment committee, which consists of one representative selected by the Company and one representative selected by Kemper (with approval from a representative of each required). Since the Company does not have a controlling financial interest in SLF JV I, the Company does not consolidate SLF JV I. As of June 30, 2018 , SLF JV I is capitalized pro rata with LLC equity interests as transactions are completed and may be capitalized with additional mezzanine notes issued to the Company and Kemper by SLF Repack Issuer 2016 LLC, which mature on October 12, 2036. As of June 30, 2018 and September 30, 2017 , the Company and Kemper owned, in the aggregate, 87.5% and 12.5% , respectively, of the LLC equity interests of SLF JV I and the outstanding mezzanine notes.
SLF JV I has a senior revolving credit facility with Deutsche Bank AG, New York Branch (as amended, the "Deutsche Bank I Facility"), which permitted up to $200.0 million of borrowings as of June 30, 2018 and September 30, 2017 . Borrowings under the Deutsche Bank I Facility are secured by all of the assets of the special purpose financing subsidiary of SLF JV I. On June 28, 2018, SLF JV I amended the Deutsche Bank I Facility, which extended the expiration of the reinvestment period from July 7, 2018 to June 28, 2021 and the maturity date from July 7, 2023 to June 28, 2026 and decreased the interest rate from the 3-month LIBOR plus 2.25% per annum during the reinvestment period and the 3-month LIBOR plus 2.40% per annum during the amortization period to the 3-month LIBOR plus 1.85% per annum during the reinvestment period and the 3-month LIBOR plus 2.00% per annum during the amortization period. Under the Deutsche Bank I Facility, $164.6 million and $71.5 million of borrowings were outstanding as of June 30, 2018 and September 30, 2017 , respectively.
Prior to December 21, 2017, SLF JV I also had an additional $200.0 million senior credit facility with Deutsche Bank AG, New York Branch (the "Deutsche Bank II Facility"). Effective December 21, 2017, SLF JV I merged its financing subsidiaries and, in connection with such merger, terminated the Deutsche Bank II Facility. As of September 30, 2017 , there were $41.6 million of borrowings outstanding under the Deutsche Bank II Facility.
As of June 30, 2018 and September 30, 2017 , SLF JV I had total assets of $357.2 million and $276.8 million , respectively. As of June 30, 2018 , the Company's investment in SLF JV I consisted of LLC equity interests of $1.9 million , at fair value, and Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes of $100.4 million and $29.5 million , at fair value, respectively. As of September 30, 2017 , the Company's investment in SLF JV I consisted of LLC equity interests of $5.5 million , at fair value, and Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes of $101.0 million and $27.6 million, at fair value, respectively. In connection with the restructuring in December 2016 of the Company’s and Kemper’s investment in SLF JV I, the Company and Kemper exchanged their holdings of subordinated notes of SLF JV I for the mezzanine notes issued by SLF Repack Issuer 2016 LLC, a newly formed, wholly owned special purpose issuer subsidiary of SLF JV I, which are secured by SLF JV I’s LLC equity interests in the special purpose entities serving as borrowers under the Deutsche Bank I Facility and, prior to its termination, the Deutsche Bank II Facility. The mezzanine notes are senior in right of payment to the SLF JV I LLC equity interests and any contributions made by the Company to fund investments of SLF JV I through SLF Repack Issuer 2016 LLC. SLF JV I's portfolio consisted of middle-market and other corporate debt securities of 44 and 32 "eligible portfolio companies" (as defined in Section 2(a)(46) of the 1940 Act) as of June 30, 2018 and September 30, 2017 , respectively. The portfolio companies in SLF JV I are in industries similar to those in which the Company may invest directly.
As of each of June 30, 2018 and September 30, 2017 , the Company and Kemper had funded approximately $165.5 million to SLF JV I, of which $144.8 million was from the Company. As of June 30, 2018 , the Company and Kemper had the option to fund
additional mezzanine notes, subject to additional equity funding to SLF JV I. As of each of June 30, 2018 and September 30, 2017 , the Company had commitments to fund LLC equity interests in SLF JV I of $17.5 million , of which $1.3 million was unfunded.

46

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Below is a summary of SLF JV I's portfolio, followed by a listing of the individual loans in SLF JV I's portfolio as of June 30, 2018 and September 30, 2017 :
June 30, 2018
September 30, 2017
Senior secured loans (1)
$333,447
$245,063
Weighted average interest rate on senior secured loans (2)
6.92%
7.70%
Number of borrowers in SLF JV I
44
32
Largest exposure to a single borrower (1)
$17,758
$18,374
Total of five largest loan exposures to borrowers (1)
$69,929
$82,728
__________
(1) At principal amount.
(2) Computed using the annual interest rate on accruing senior secured loans.


47

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





SLF JV I Portfolio as of June 30, 2018
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Accudyne Industries, LLC
Industrial machinery
First Lien
8/18/2024
LIBOR+3.25% (1% floor)
5.34
%
$
9,550

$
9,550

$
9,542

AdVenture Interactive, Corp. (3)
Advertising
927 Common Stock Shares



1,390

670

AI Ladder Luxembourg Subco Sarl (3)
Electrical components & equipment
First Lien B
5/4/2025
LIBOR+4.5%
6.82
%
11,300

10,961

11,281

Air Newco LP
IT consulting & other services
First Lien B
5/31/2024
LIBOR+4.75%
6.78
%
10,000

9,975

10,075

AL Midcoast Holdings LLC
Oil & gas storage & transportation
First Lien B
6/28/2025
LIBOR+5.5%
7.84
%
10,000

9,900

10,000

Allied Universal Holdco LLC (3)
Security & alarm services
First Lien
7/28/2022
LIBOR+3.75% (1% floor)
5.84
%
6,929

6,977

6,839

Alvogen Pharma US, Inc.
Pharmaceuticals
First Lien B
4/1/2022
LIBOR+4.75% (1% floor)
6.84
%
10,000

10,000

10,037

Asset International, Inc.
Research & Consulting Services
First Lien
12/29/2024
LIBOR+4.5% (1% floor)
6.83
%
6,965

6,836

6,934

Blackhawk Network Holdings, Inc.
Data processing & outsourced services
First Lien
5/22/2025
LIBOR+3%
5.07
%
10,000

9,975

9,985

Brazos Delaware II, LLC
Oil & gas equipment & services
First Lien B
5/21/2025
LIBOR+4%
6.09
%
7,500

7,463

7,519

BJ's Wholesale Club, Inc.
Hypermarkets & super centers
First Lien
1/26/2024
LIBOR+3.5% (1% floor)
5.53
%
4,909

4,914

4,914

Chloe Ox Parent LLC
Healthcare services
First Lien
12/14/2024
LIBOR+5% (1% floor)
6.83
%
9,975

9,881

10,000

Clearent Newco, LLC
Application software
First Lien
3/20/2024
LIBOR+4% (1% floor)
6.32
%
6,912

6,813

6,813

Delayed Draw
3/20/2024
PRIME+4% (1% floor)
8.25
%

(29
)
(28
)
First Lien Revolver
3/20/2023
PRIME+4% (1% floor)
7.75
%
559

545

544

Total Clearent Newco, LLC
7,471

7,329

7,329

Compuware Corporation
Internet software & services
First Lien B3
12/15/2021
LIBOR+3.5% (1% floor)
5.59
%
10,692

10,602

10,729

DFT Intermediate LLC
Specialized finance
First Lien
3/1/2023
LIBOR+5.5% (1% floor)
7.83
%
10,616

10,404

10,616

Dodge Data & Analytics LLC (3)
Data processing & outsourced services
First Lien
10/31/2019
LIBOR+8.75% (1% floor)
11.06
%
8,919

8,939

8,872

DTZ U.S. Borrower, LLC
Real estate services
First Lien
11/4/2021
LIBOR+3.25% (1% floor)
5.61
%
6,911

6,938

6,912

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.25% (0.75% floor)
10.24
%
17,758

17,625

17,936

Eton (3)
Research & consulting services
Second Lien
3/16/2026
LIBOR+7.50%
9.48
%
6,000

5,970

6,037

Everi Payments Inc.
Casinos & gaming
First Lien
5/9/2024
LIBOR+3.5% (1% floor)
5.09
%
4,950

4,927

4,955

Falmouth Group Holdings Corp.
Specialty chemicals
First Lien
12/13/2021
LIBOR+6.75% (1% floor)
8.92
%
4,528

4,497

4,531

Garretson Resolution Group, Inc. (5)
Diversified support services
First Lien
5/22/2021
LIBOR+6.5% (1% floor)


5,797

5,772

5,096

Gigamon Inc.
Systems software
First Lien
12/18/2024
LIBOR+4.5% (1% floor)
6.83
%
7,960

7,886

8,030

IBC Capital Ltd.
Metal & glass containers
First Lien B
9/11/2023
LIBOR+3.75%
6.08
%
8,977

8,955

8,996

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien A
10/1/2021
LIBOR+7.25% (1.25% floor)
9.59
%
8,500

8,516

8,500

First Lien B
10/1/2021
LIBOR+7.25% (1.25% floor)
9.59
%
8,500

8,424

8,500

Total InMotion Entertainment Group, LLC
17,000

16,940

17,000


48

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Keypath Education, Inc. (3)
Advertising
First Lien
4/3/2022
LIBOR+7% (1.00% floor)
9.33
%
$
2,040

$
2,039

$
2,040

927 shares Common Stock
1,088

815

Total Keypath Education, Inc.
2,040

3,127

2,855

McDermott Technology Americas Inc. (3)
Oil & gas equipment & services
First Lien B
4/3/2025
LIBOR+5% (1% floor)
7.09
%
9,975

9,777

10,038

Morphe LLC (3)
Personal products
First Lien
2/10/2023
LIBOR+6% (1% floor)
8.33
%
4,444

4,402

4,444

NAVEX Global, Inc.
Internet software & services
First Lien
11/19/2021
LIBOR+4.25% (1% floor)
6.34
%
5,913

5,888

5,939

New IPT, Inc. (3)
Oil & gas equipment & services
First Lien
3/17/2021
LIBOR+5% (1% floor)
7.33
%
1,794

1,794

1,794

Second Lien
9/17/2021
LIBOR+5.1% (1% floor)
7.43
%
766

765

765

21.876 Class A Common Units


1,001

Total New IPT, Inc.
2,560

2,559

3,560

Northern Star Industries Inc.
Electrical components & equipment
First Lien
3/31/2025
LIBOR+4.75% (1% floor)
7.08
%
6,982

6,949

6,991

Novetta Solutions, LLC
Internet software & services
First Lien
9/30/2022
LIBOR+5% (1% floor)
7.10
%
6,071

6,025

5,904

OCI Beaumont LLC
Commodity chemicals
First Lien
2/16/2025
LIBOR+4.25% (1% floor)
6.33
%
7,980

7,970

8,059

Refac Optical Group (3)
Specialty stores
First Lien A
9/30/2018
LIBOR+8%
10.10
%
3,086

3,081

3,086

Salient CRGT, Inc. (3)
IT consulting & other services
First Lien
2/28/2022
LIBOR+5.75% (1% floor)
7.84
%
2,330

2,295

2,365

Scientific Games International, Inc.
Casinos & gaming
First Lien B-5
8/14/2024
LIBOR+2.75% (1% floor)
4.84
%
6,598

6,567

6,563

SHO Holding I Corporation
Footwear
First Lien
11/18/2022
LIBOR+5% (1% floor)
7.36
%
8,529

8,505

7,804

TravelCLICK, Inc. (3)
Internet software & services
Second Lien
11/6/2021
LIBOR+7.75% (1% floor)
9.84
%
2,871

2,871

2,873

TV Borrower US, LLC
Integrated telecommunications services
First Lien
2/22/2024
LIBOR+4.75% (1% floor)
7.08
%
2,024

2,015

2,029

Uber Technologies Inc.
Application software
First Lien
4/4/2025
LIBOR+4% (1% floor)
6.00
%
10,000

9,951

10,048

Uniti Group LP
Specialized REITs
First Lien B
10/24/2022
LIBOR+3% (1% floor)
5.09
%
6,484

6,231

6,207

Valet Merger Sub, Inc. (3)
Environmental & facilities services
First Lien
9/24/2021
LIBOR+6.25% (1% floor)
8.34
%
12,899

12,789

12,899

Veritas US Inc.
Internet software & services
First Lien
1/27/2023
LIBOR+4.5% (1% floor)
6.71
%
6,982

6,929

6,416

Verra Mobility, Corp.
Data processing & outsourced services
First Lien B
2/28/2025
LIBOR+3.75% (1% floor)
5.84
%
10,972

10,990

11,050

$
333,447


$
333,527

$
333,965

__________
(1) Represents the interest rate as of June 30, 2018 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the current determination of fair value as of June 30, 2018 utilizing a similar technique as the Company in accordance with ASC 820. However, the determination of such fair value is not included in the Company's Board of Directors' valuation process described elsewhere herein.
(3) This investment is held by both the Company and SLF JV I as of June 30, 2018 .
(4) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement.
(5) This investment was on cash non-accrual status as of June 30, 2018 . Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.

49

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





SLF JV I Portfolio as of September 30, 2017
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
AdVenture Interactive, Corp. (3)
Advertising
927 Common Stock Shares
$
1,088

$
1,412

Allied Universal Holdco LLC (3)
Security & alarm services
First Lien
7/28/2022
LIBOR+3.75% (1% floor)
5.08
%
$
6,982

7,040

6,976

Ameritox Ltd. (3)(5)
Healthcare services
First Lien
4/11/2021
LIBOR+5% (1% floor) 3% PIK
6.33
%
5,759

5,638

668

301,913.06 Class B Preferred Units
302


928.96 Class A Common Units
5,474


Total Ameritox Ltd.
5,759

11,414

668

BeyondTrust Software, Inc. (3)
Application software
First Lien
9/25/2019
LIBOR+7% (1% floor)
8.33
%
15,330

15,231

15,329

BJ's Wholesale Club, Inc. (3)
Hypermarkets & super centers
First Lien
1/26/2024
LIBOR+3.75% (1% floor)
4.99
%
4,988

4,993

4,793

Compuware Corporation
Internet software & services
First Lien B3
12/15/2021
LIBOR+4.25% (1% floor)
5.49
%
11,154

11,041

11,293

DFT Intermediate LLC (3)
Specialized finance
First Lien
3/1/2023
LIBOR+5.5% (1% floor)
6.74
%
10,723

10,474

10,652

Digital River, Inc.
Internet software & services
First Lien
2/12/2021
LIBOR+6.5% (1% floor)
7.82
%
4,524

4,541

4,546

Dodge Data & Analytics LLC (3)
Data processing & outsourced services
First Lien
10/31/2019
LIBOR+8.75% (1% floor)
10.13
%
9,339

9,372

8,744

DTZ U.S. Borrower, LLC (3)
Real estate services
First Lien
11/4/2021
LIBOR+3.25% (1% floor)
4.57
%
6,964

6,998

6,990

Edge Fitness, LLC
Leisure facilities
First Lien
12/31/2019
LIBOR+7.75% (1% floor)
9.05
%
10,600

10,602

10,600

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.75% (0.75% floor)
9.99
%
18,374

18,182

18,557

Everi Payments Inc.(3)
Casinos & gaming
First Lien
5/9/2024
LIBOR+4.5% (1% floor)
5.74
%
4,988

4,964

5,039

Falmouth Group Holdings Corp.
Specialty chemicals
First Lien
12/13/2021
LIBOR+6.75% (1% floor)
8.08
%
4,610

4,578

4,610

Garretson Resolution Group, Inc.
Diversified support services
First Lien
5/22/2021
LIBOR+6.5% (1% floor)
7.83
%
5,836

5,818

5,766

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
9.09
%
8,875

8,884

8,875

First Lien B
10/1/2018
LIBOR+7.75% (1.25% floor)
9.09
%
8,875

8,828

8,871

Total InMotion Entertainment Group, LLC
17,750

17,712

17,746

Keypath Education, Inc. (3)
Advertising
First Lien
4/3/2022
LIBOR+7% (1.00% floor)
8.33
%
2,040

2,040

2,039

927 shares Common Stock
1,391

809

2,040

3,431

2,848

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
8.83
%
18,276

18,257

18,275

Metamorph US 3, LLC (3)(5)
Internet software & services
First Lien
12/1/2020
LIBOR+5.5% (1% floor) 2% PIK
6.74
%
9,969

9,481

3,786

Motion Recruitment Partners LLC
Human resources & employment services
First Lien
2/13/2020
LIBOR+6% (1% floor)
7.24
%
4,330

4,281

4,330

NAVEX Global, Inc.
Internet software & services
First Lien
11/19/2021
LIBOR+4.75% (1% floor)
5.49
%
5,959

5,925

5,982

New IPT, Inc. (3)
Oil & gas equipment & services
First Lien
3/17/2021
LIBOR+5% (1% floor)
6.33
%
1,794

1,794

1,794

Second Lien
9/17/2021
LIBOR+5.1% (1% floor)
6.43
%
1,094

1,094

1,094

21.876 Class A Common Units

321

Total New IPT, Inc.
2,888

2,888

3,209


50

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Novetta Solutions, LLC
Internet software & services
First Lien
9/30/2022
LIBOR+5% (1% floor)
6.34
%
$
6,118

$
6,066

$
5,950

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
8.83
%
10,896

10,900

10,833

Refac Optical Group (3)
Specialty stores
First Lien A
9/30/2018
LIBOR+8%
9.23
%
4,623

4,605

4,623

Salient CRGT, Inc. (3)
IT consulting & other services
First Lien
2/28/2022
LIBOR+5.75% (1% floor)
6.99
%
2,457

2,412

2,440

Scientific Games International, Inc. (3)
Casinos & gaming
First Lien
8/14/2024
LIBOR+3.25% (1% floor)
4.58
%
6,632

6,598

6,651

SHO Holding I Corporation
Footwear
First Lien
10/27/2022
LIBOR+5% (1% floor)
6.24
%
8,594

8,566

8,487

TravelCLICK, Inc. (3)
Internet software & services
Second Lien
11/6/2021
LIBOR+7.75% (1% floor)
8.99
%
5,127

5,127

5,153

TV Borrower US, LLC
Integrated telecommunications services
First Lien
2/22/2024
LIBOR+4.75% (1% floor)
6.08
%
3,582

3,565

3,607

Valet Merger Sub, Inc. (3)
Environmental & facilities services
First Lien
9/24/2021
LIBOR+7% (1% floor)
8.24
%
12,998

12,862

12,998

Vubiquity, Inc.
Application software
First Lien
8/12/2021
LIBOR+5.5% (1% floor)
6.83
%
2,653

2,636

2,633

$
245,063

$
251,648

$
235,526

__________
(1) Represents the interest rate as of September 30, 2017 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the current determination of fair value as of September 30, 2017 utilizing a similar technique as the Company in accordance with ASC 820. However, the determination of such fair value is not included in the Company's Board of Directors' valuation process described elsewhere herein.
(3) This investment is held by both the Company and SLF JV I as of September 30, 2017 .
(4) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement.
(5) This investment was on cash non-accrual status as of September 30, 2017 . Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
Both the cost and fair value of the Class A mezzanine secured deferrable floating rate notes of SLF JV I held by the Company were $100.4 million and $101.0 million as of June 30, 2018 and September 30, 2017, respectively. The Company earned interest of $1.7 million and $5.1 million on its investments in these notes for the three and nine months ended June 30, 2018, respectively. The Company earned interest of $1.7 million and $3.5 million on its investments in these notes for the three and nine months ended June 30, 2017, respectively. Both the cost and fair value of the Class B mezzanine secured deferrable fixed rate notes of SLF JV I held by the Company were $29.5 million and $27.6 million as of June 30, 2018 and September 30, 2017, respectively. The Company earned PIK interest of $1.0 million and $3.0 million on its investments in these notes for the three and nine months ended June 30, 2018. The Company earned PIK interest of $1.0 million and $2.0 million on its investments in these notes for the three and nine months ended June 30, 2017, respectively. On June 28, 2018, the Class B mezzanine secured deferrable fixed rate notes of SLF JV I were amended to bear interest at a fixed cash rate of 10% per annum. Prior to such amendment, these notes bore interest at a fixed PIK rate of 15% per annum. Prior to their repayment, the subordinated notes of SLF JV I bore interest at a rate of LIBOR plus 8.0% per annum, and the Company earned interest income of $2.9 million on its investments in these notes for the period from September 30, 2016 through their redemption in December 2016. The cost and fair value of the LLC equity interests in SLF JV I held by the Company was $16.2 million and $1.9 million , respectively, as of June 30, 2018 , and $16.2 million and $5.5 million, respectively, as of September 30, 2017 . The Company earned dividend income of $1.6 million for the three and nine months ended June 30, 2018 , with respect to its investment in the LLC equity interests of SLF JV I. The Company earned dividend income of $0.4 million and $1.1 million for the three and nine months ended June 30, 2017, respectively, with respect to its investment in the LLC equity interests of SLF JV I. The LLC equity interests of SLF JV I are income producing to the extent SLF JV I has residual cash to be distributed on a quarterly basis.

51

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Below is certain summarized financial information for SLF JV I as of June 30, 2018 and September 30, 2017 and for the three and nine months ended June 30, 2018 and 2017:
June 30, 2018
September 30, 2017
Selected Balance Sheet Information:
Investments in loans at fair value (cost June 30, 2018: $333,527; cost September 30, 2017: $251,648)
$
333,965

$
235,526

Receivables from secured financing arrangements at fair value (cost June 30, 2018: $9,801; cost September 30, 2017: $9,783)
7,033

8,305

Cash and cash equivalents
4,482

24,389

Restricted cash
4,519

5,097

Other assets
7,221

3,485

Total assets
$
357,220

$
276,802

Senior credit facilities payable
$
164,610

$
113,053

Debt securities payable at fair value (proceeds June 30, 2018: $148,543; proceeds September 30, 2017: $147,052)
148,543

147,052

Other liabilities
41,858

10,383

Total liabilities
$
355,011

$
270,488

Members' equity
2,209

6,314

Total liabilities and members' equity
$
357,220

$
276,802


Three months ended June 30, 2018
Three months ended June 30, 2017
Nine months ended June 30, 2018
Nine months ended June 30, 2017
Selected Statements of Operations Information:
Interest income
$
4,888

$
5,489

$
14,545

$
17,945

Other income
10

61

59

389

Total investment income
4,898

5,550

14,604

18,334

Interest expense
5,334

5,348

15,394

16,720

Other expenses
135

84

407

579

Total expenses (1)
5,469

5,432

15,801

17,299

Net unrealized appreciation (depreciation)
14,277

(769
)
15,270

(13,816
)
Net realized gain (loss)
(16,363
)
16

(16,384
)
13,350

Net income
$
(2,657
)
$
(635
)
$
(2,311
)
$
569

__________
(1) There are no management fees or incentive fees charged at SLF JV I.
SLF JV I has elected to fair value the debt securities issued to the Company and Kemper under ASC 825. The debt securities are valued based on the total assets less the total liabilities senior to the mezzanine notes of SLF JV I in an amount not exceeding par under the enterprise value technique.
During the nine months ended June 30, 2018 and 2017, the Company did not sell any investments to SLF JV I.
First Star Speir Aviation
The Company determined that First Star Speir Aviation Limited has met the conditions of a significant subsidiary for the quarter ended June 30, 2018 under at least one of the significance conditions of 1-02(w) of Regulation S-X for which the Company is required to provide certain summarized financial information. Accordingly, summarized financial information is presented below for First Star Speir Aviation Limited for the nine months ended June 30, 2018 and June 30, 2017.



52

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Summarized financial information
For the nine months ended June 30, 2018
For the nine months ended June 30, 2017
Revenue
$
4,392

$
4,477

Gross profit
2,007

2,013

Loss from continuing operations
(949
)
(1,717
)
Net loss
(949
)
(1,717
)

Note 4. Fee Income
The Company receives a variety of fees in the ordinary course of business, including servicing, advisory, amendment, structuring and prepayment fees, which are classified as fee income and recognized as they are earned.
For the three months ended June 30, 2018 , the Company recorded total fee income of $2.4 million, $0.4 million of which was recurring in nature. For the nine months ended June 30, 2018 , the Company recorded total fee income of $7.4 million, $1.2 million of which was recurring in nature. For the three months ended June 30, 2017, the Company recorded total fee income of $2.4 million, $0.6 million of which was recurring in nature. For the nine months ended June 30, 2017, the Company recorded total fee income of $8.8 million, $2.1 million of which was recurring in nature. Recurring fee income primarily consists of servicing fees.

Note 5. Share Data and Distributions
Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share, pursuant to FASB ASC Topic 260-10 Earnings per Share , for the three and nine months ended June 30, 2018 and June 30, 2017:
(Share amounts in thousands)
Three months
ended
June 30, 2018
Three months
ended
June 30, 2017
Nine months
ended
June 30, 2018
Nine months
ended
June 30, 2017
Earnings (loss) per common share — basic and diluted:
Net increase (decrease) in net assets resulting from operations
$
24,252

$
(6,057
)
$
13,431

$
(71,498
)
Weighted average common shares outstanding — basic and diluted
140,961

140,961

140,961

141,599

Earnings (loss) per common share — basic and diluted
$
0.17

$
(0.04
)
$
0.10

$
(0.50
)

Distributions
Distributions to common stockholders are recorded on the ex-dividend date. The Company is required to distribute dividends each taxable year to its stockholders of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to be eligible for tax benefits allowed to a RIC under Subchapter M of the Code. The Company anticipates paying out as a distribution all or substantially all of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors and is based on management’s estimate of the Company’s annual taxable income. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such net realized capital gains for investment.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board of Directors authorizes, and the Company declares, a cash distribution, then the Company’s stockholders who have not “opted out” of the Company’s DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. If the Company’s shares are trading at a premium to net asset value, the Company typically issues new shares to implement the DRIP with such shares issued at the greater of the most recently computed net asset value per share of common stock or 95% of the current market price per share of common stock on the payment date for such distribution (or such lesser discount that still exceeds the most recently computed net asset value per share of common stock). If the Company’s shares are trading at a discount to net asset value, the Company typically purchases shares in the open market in connection with the Company’s obligations under the DRIP.

53

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





For income tax purposes, the Company estimates that its distributions for the 2018 calendar year will be composed primarily of ordinary income and the actual character of such distributions will be appropriately reported to the Internal Revenue Service and stockholders for the 2018 calendar year. To the extent that the Company’s taxable earnings for a fiscal and taxable year fall below the amount of dividend distributions paid for the fiscal and taxable year, a portion of the total amount of the Company’s distributions for the fiscal and taxable year may be deemed a return of capital for tax purposes to the Company’s stockholders.
The following table reflects the distributions per share that the Company has paid, including shares issued under the DRIP, on its common stock during the nine months ended June 30, 2018 and 2017:
Date Declared
Record Date
Payment Date
Amount
per Share
Cash
Distribution
DRIP Shares
Issued (1)
DRIP Shares
Value
August 7, 2017
December 15, 2017
December 29, 2017
$
0.125

$ 17.3 million
58,456

$ 0.3 million
February 5, 2018
March 15, 2018
March 30, 2018
0.085

11.5 million
122,884

0.5 million
May 3, 2018
June 15, 2018
June 29, 2018
0.095

13.0 million
87,283

0.4 million
Total for the nine months ended June 30, 2018
$
0.305

$ 41.8 million
268,623

$ 1.2 million
Date Declared
Record Date
Payment Date
Amount
per Share
Cash
Distribution
DRIP Shares
Issued (1)
DRIP Shares
Value (2)
August 3, 2016
October 14, 2016
October 31, 2016
$
0.06

$ 8.2 million
81,391

$ 0.4 million
August 3, 2016
November 15, 2016
November 30, 2016
0.06

8.2 million
80,962

0.4 million
October 18, 2016
December 15, 2016
December 30, 2016
0.06

7.7 million
70,316

0.4 million
October 18, 2016
January 13, 2017
January 31, 2017
0.06

8.0 million
73,940

0.4 million
October 18, 2016
February 15, 2017
February 28, 2017
0.06

8.0 million
86,120

0.4 million
February 6, 2017
March 15, 2017
March 31, 2017
0.02

2.7 million
27,891

0.1 million
February 6, 2017
June 15, 2017
June 30, 2017
0.02

2.7 million
20,502

0.1 million
Total for the nine months ended June 30, 2017
$
0.34

$ 45.5 million
441,122

$ 2.3 million
__________
(1) Shares were purchased on the open market and distributed.
(2) Totals do not sum due to rounding.

Common Stock Offering
There were no common stock offerings during the three and nine months ended June 30, 2018 and June 30, 2017.
Stock Repurchase Program
On November 28, 2016, the Company’s Board of Directors approved a common stock repurchase program authorizing the Company to repurchase up to $12.5 million in the aggregate of its outstanding common stock through November 28, 2017. During the nine months ended June 30, 2017, the Company repurchased 2,298,247 shares of its common stock for $12.5 million, including commissions, under the common stock repurchase plan, and the authorization was fully utilized.

Note 6. Borrowings
ING Facility
On November 30, 2017, the Company entered into a senior secured revolving credit facility (as amended, the “ING Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “ING Credit Agreement”) with the lenders party thereto, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents. The ING Facility provides that the Company may use the proceeds of the loans and issuances of letters of credit under the ING Facility for general corporate purposes, including acquiring and funding leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other investments. The ING Credit Agreement further allows the Company to request letters of credit from ING Capital LLC, as the issuing bank.
The ING Facility permits up to $600 million of borrowings and includes an “accordion” feature that permits the Company, under certain circumstances, to increase the size of the ING Facility up to $800 million. Borrowings under the ING Credit Agreement bear interest at a rate equal to, at the Company’s election, either (a) LIBOR (1-, 2-, 3- or 6-month, at the Company’s option) plus a margin of

54

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





2.25%, 2.50% or 2.75% per annum depending on the Company’s senior debt coverage ratio as calculated under the ING Credit Agreement, with no LIBOR floor or (b) an alternate base rate plus a margin of 1.25%, 1.50% or 1.75% per annum depending on the Company’s senior debt coverage ratio as calculated under the ING Credit Agreement. The period during which the Company may make drawings under the ING Facility expires on November 29, 2020 (the “Revolving Termination Date”) and the final maturity date of the ING Facility will occur one year following the Revolving Termination Date.
The ING Facility is secured by substantially all of the Company’s assets (excluding, among other things, investments held in and by certain subsidiaries of the Company or investments in certain portfolio companies of the Company) and guaranteed by certain subsidiaries of the Company pursuant to a Guarantee, Pledge and Security Agreement (“ING Security Agreement”) entered into in connection with the ING Credit Agreement, among the Company, the other obligors party thereto, and ING Capital LLC, as collateral agent to the secured parties. The Company pledged its entire equity interest in certain immaterial subsidiaries to the collateral agent pursuant to the terms of the ING Security Agreement. As of June 30, 2018 , except for assets that were held by the Excluded Subsidiaries, substantially all of the Company's assets were pledged as collateral under the ING Facility.
The ING Credit Agreement and related agreements governing the ING Facility require the Company to, among other things, (i) make representations and warranties regarding the collateral as well as each of the Company’s portfolio companies’ businesses, (ii) agree to certain indemnification obligations, and (iii) comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including covenants related to: (A) limitations on the incurrence of additional indebtedness and liens, (B) limitations on certain investments, (C) limitations on certain asset transfers and restricted payments, (D) maintaining a certain minimum stockholders’ equity, (E) maintaining a ratio of total assets (less total liabilities) to total indebtedness, of the Company and its subsidiaries (subject to certain exceptions), of not less than 2.0:1.0, (F) maintaining a ratio of consolidated EBITDA to consolidated interest expense, of the Company and its subsidiaries (subject to certain exceptions), of not less than (1) 2.0 to 1.0 for the first year following the closing date and (2) 2.25:1.00 thereafter, (G) maintaining a minimum liquidity and net worth, and (H) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. The ING Facility also includes usual and customary default provisions such as the failure to make timely payments under the ING Facility, the occurrence of a change in control, and the failure by the Company to materially perform under the ING Credit Agreement and related agreements governing the ING Facility, which, if not complied with, could accelerate repayment under the ING Facility. As of June 30, 2018 , the Company was in compliance with all financial covenants under the ING Facility.
Each loan or letter of credit originated under the ING Facility is subject to the satisfaction of certain conditions. The Company cannot be assured that it will be able to borrow funds under the ING Facility at any particular time or at all.
From May 27, 2010 through November 30, 2017, the Company was party to a secured syndicated revolving credit facility with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent (as amended, the “Prior ING Facility”). In connection with the entry into the ING Credit Agreement, the Company repaid all outstanding borrowings under the Prior ING Facility following which the Prior ING Facility was terminated. Obligations under the Prior ING Facility would have otherwise matured on August 6, 2018. During the nine months ended June 30, 2018 , the Company expensed $0.2 million of unamortized deferred financing costs related to the Prior ING Facility.
As of June 30, 2018 , the Company had $211.0 million of borrowings outstanding under the ING Facility, which had a fair value of $211.0 million . The Company's borrowings under the ING Facility bore interest at a weighted average interest rate of 4.053% for the period from November 30, 2017 to June 30, 2018 . As of September 30, 2017, the Company had $226.5 million of borrowings outstanding under the Prior ING Facility. The Company’s borrowings under the Prior ING Facility bore interest at a weighted average interest rate of 3.705% and 3.093% for the period from October 1, 2017 to November 30, 2017 and the nine months ended June 30, 2017, respectively. For the three and nine months ended June 30, 2018 , the Company recorded interest expense of $2.7 million and $7.9 million , in the aggregate, related to the Prior ING Facility and the ING Facility. For the three months and nine months ended June 30, 2017, the Company recorded interest expense of $3.1 million and $10.5 million, respectively, related to the Prior ING Facility.
Sumitomo Facility
On September 16, 2011, a consolidated wholly-owned bankruptcy remote, special purpose subsidiary of the Company, entered into a Loan and Servicing Agreement (as subsequently amended, the "Sumitomo Agreement") with respect to a credit facility (as amended, "Sumitomo Facility") with Sumitomo Mitsui Banking Corporation, an affiliate of Sumitomo Mitsui Financial Group, Inc., as administrative agent, and each of the lenders from time to time party thereto.
Prior to its termination on November 24, 2017, the Sumitomo Facility permitted up to $125 million of borrowings (subject to collateral requirements). Borrowings under the Sumitomo Facility bore interest at a rate of either (i) LIBOR (1-month) plus 2.00% per annum, with no LIBOR floor, if the borrowings under the Sumitomo Facility were greater than 35% of the aggregate available borrowings under the Sumitomo Facility or (ii) LIBOR (1-month) plus 2.25% per annum, if the borrowings under the Sumitomo

55

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Facility were less than or equal to 35% of the aggregate available borrowings under the Sumitomo Facility. The period during which the Company could have made and reinvested borrowings under the Sumitomo Facility expired on September 16, 2017. On November 24, 2017, the borrower under the Sumitomo Facility, repaid all outstanding borrowings thereunder, following which the Sumitomo Facility was terminated. Obligations under the Sumitomo Facility would have otherwise matured on the earlier of August 6, 2018 or the date on which the Prior ING Facility was repaid, refinanced or terminated.
The Company's borrowings under the Sumitomo Facility bore interest at a weighted average interest rate of 3.501% and 3.033% for the period from October 1, 2017 through termination on November 24, 2017 and the nine months ended June 30, 2017, respectively. For the nine months ended June 30, 2018 , the Company recorded interest expense of $0.7 million , including $0.5 million of debt issuance costs that were expensed, related to the Sumitomo Facility. For the three and nine months ended June 30, 2017, the Company recorded interest expense of $0.7 million and $1.9 million, respectively, related to the Sumitomo Facility.
Excluded Subsidiaries
As of June 30, 2018 and September 30, 2017, FSMP IV and FSMP V had no SBA-guaranteed debentures outstanding. On January 17, 2018, the SBA approved FSMP IV's and FSMP V's requests to surrender their licenses to operate as a SBIC, previously issued in 2010 and 2012, respectively, and the licenses were surrendered in January 2018.
During the nine months ended June 30, 2017, the outstanding SBA-guaranteed debentures held by the Excluded Subsidiaries carried a weighted average interest rate of 3.023% (excluding the SBA annual charge). For the three and nine months ended June 30, 2017, the Company recorded aggregate interest expense of $1.4 million and $6.3 million, respectively, related to the SBA-guaranteed debentures of the Excluded Subsidiaries.
See Notes 13 through 14 for discussion of additional debt obligations of the Company.

Note 7. Interest and Dividend Income
See Note 2 "Investment Income" for a description of the Company's accounting treatment of investment income.
Accumulated PIK interest activity for the three and nine months ended June 30, 2018 and June 30, 2017 was as follows:
Three months
ended
June 30, 2018
Three months
ended
June 30, 2017
Nine months
ended
June 30, 2018
Nine months
ended
June 30, 2017
PIK balance at beginning of period
$
72,031

$
65,307

$
69,417

$
62,631

Gross PIK interest accrued
6,042

4,999

18,697

15,934

PIK income reserves (1)
(4,585
)
(2,426
)
(13,427
)
(6,969
)
PIK interest received in cash
(94
)
(283
)
(1,293
)
(3,999
)
PIK balance at end of period
$
73,394

$
67,597

$
73,394

$
67,597

___________________
(1)
PIK income is generally reserved for when a loan is placed on PIK non-accrual status.

As of each of June 30, 2018 and September 30, 2017, there were eight investments on which the Company had stopped accruing cash and/or PIK interest or OID income. The percentages of the Company's debt investments at cost and fair value by accrual status as of June 30, 2018 and September 30, 2017 were as follows:
June 30, 2018
September 30, 2017
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Accrual
$
1,371,573

86.86
%
$
1,383,615

95.37
%
$
1,344,535

86.46
%
$
1,357,794

95.29
%
PIK non-accrual (1)
12,661

0.80



10,227

0.66

379

0.03

Cash non-accrual (2)
194,840

12.34

67,131

4.63

200,210

12.88

66,636

4.68

Total
$
1,579,074

100.00
%
$
1,450,746

100.00
%
$
1,554,972

100.00
%
$
1,424,809

100.00
%
___________________
(1)
PIK non-accrual status is inclusive of other non-cash income, where applicable.
(2)
Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.


56

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 8. Taxable/Distributable Income and Dividend Distributions
Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and secured borrowings, as gains and losses are not included in taxable income until they are realized; (2) origination and exit fees received in connection with investments in portfolio companies; (3) organizational and deferred offering costs; (4) recognition of interest income on certain loans; (5) income or loss recognition on exited investments; and (6) certain items related to investments in controlled foreign corporations.
Listed below is a reconciliation of "net increase (decrease) in net assets resulting from operations" to taxable income for the three and nine months ended June 30, 2018 and 2017.
Three months
ended
June 30, 2018
Three months
ended
June 30, 2017
Nine months
ended
June 30, 2018
Nine months
ended
June 30, 2017
Net increase (decrease) in net assets resulting from operations
$
24,252

$
(6,057
)
$
13,431

$
(71,498
)
Net unrealized (appreciation) depreciation on investments, secured borrowings and foreign currency
(99,259
)
13,147

(55,410
)
(18,603
)
Book/tax difference due to loan fees
(335
)
(152
)
(122
)
(17
)
Book/tax difference due to exit fees



1,081

Book/tax difference due to organizational and deferred offering costs
(22
)
(22
)
(66
)
(63
)
Book/tax difference due to interest income on certain loans



(168
)
Book/tax difference due to capital losses not recognized
88,599

14,010

84,756

154,444

Other book/tax differences
(1,331
)
(2,439
)
(6,501
)
(5,489
)
Taxable/Distributable Income (1)
$
11,904

$
18,487

$
36,088

$
59,687

__________
(1) The Company's taxable income for the three and nine months ended June 30, 2018 is an estimate and will not be finally determined until the Company files its tax return. Therefore, the final taxable income may be different than the estimate.
As of September 30, 2017, the Company's last tax year end, the components of accumulated undistributed income on a tax basis were as follows:
Undistributed ordinary income, net
$
24,409

Net realized capital losses
(465,077
)
Unrealized losses, net
(97,839
)
The Company uses the liability method to account for its taxable subsidiaries' income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net loss carry forwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences.
As of September 30, 2017, the Company had a net capital loss carryforward of $466.6 million, which can be used to offset future capital gains. If not utilized against future gains, $10.3 million of this amount is due to expire on September 30, 2019 and $454.8 million will not expire, of which $71.5 million is available to offset future short-term capital gains and $384.3 million is available to offset future long-term capital gains. During the year ended September 30, 2017, $1.5 million of capital loss carried forward expired.
As a RIC, the Company is also subject to a U.S. federal excise tax based on distribution requirements of its taxable income on a calendar year basis. The Company did not incur a U.S. federal excise tax for calendar years 2016 and 2017 and does not expect to incur a U.S. federal excise tax for calendar year 2018.
The aggregate cost of investments for income tax purposes was $1.8 billion as of September 30, 2017. As of September 30, 2017, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for income tax purposes was $51.7 million. As of September 30, 2017, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for income tax purposes over value was $277.8 million. Net unrealized depreciation based on the aggregate cost of investments for income tax purposes was $226.1 million.

57

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 9. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation on Investments and Secured Borrowings
Realized Gains or Losses
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption and the cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments written-off during the period, net of recoveries. Realized losses may also be recorded in connection with the Company's determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.
During the three months ended June 30, 2018 , the Company recorded an aggregate net realized loss on investments and secured borrowings of $89.4 million, which consisted of the following:
($ in millions)
Portfolio Company
Net Realized Gain (Loss)
Traffic Solutions Holdings, Inc.
$
(15.8
)
Ameritox Ltd.
(74.8
)
Metamorph US 3, LLC
(6.7
)
Lytx, Inc.
4.4

Other, net
3.5

Total, net
$
(89.4
)
During the three months ended June 30, 2017, the Company recorded an aggregate net realized loss on investments and secured borrowings of $12.3 million, which consisted of the following:
($ in millions)
Portfolio Company
Net Realized Gain (Loss)
Eagle Hospital Physicians, LLC
$
(13.1
)
Other, net
0.8

Total, net
$
(12.3
)
During the nine months ended June 30, 2018 , the Company recorded an aggregate net realized loss on investments and secured borrowings of $84.9 million , which consisted of the following:
($ in millions)
Portfolio Company
Net Realized Gain (Loss)
Traffic Solutions Holdings, Inc.
$
(15.8
)
Ameritox Ltd.
(74.8
)
Metamorph US 3, LLC
(6.7
)
Lytx, Inc.
4.4

AmBath/ReBath Holdings, Inc.
2.0

Yeti Acquisition, LLC
2.0

Access Medical Acquisition, Inc.
1.0

Other, net
3.0

Total, net
$
(84.9
)
During the nine months ended June 30, 2017, the Company recorded an aggregate net realized loss on investments and secured borrowings of $151.3 million, which consisted of the following:

58

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





($ in millions)
Portfolio Company
Net Realized Gain (Loss)
AdVenture Interactive, Corp.
(47.4
)
Answers Corporation
(37.3
)
Express Group Holdings LLC
(22.3
)
Senior Loan Fund JV I, LLC
(19.9
)
Eagle Hospital Physicians, LLC
(13.1
)
Integrated Petroleum Technologies, Inc.
(11.1
)
Other, net
(0.2
)
Total, net
$
(151.3
)
Net Unrealized Appreciation or Depreciation on Investments and Secured Borrowings
Net unrealized appreciation or depreciation reflects the net change in the valuation of the portfolio pursuant to the Company's valuation guidelines and the reclassification of any prior period unrealized appreciation or depreciation.
During the three months ended June 30, 2018 and June 30, 2017, the Company recorded net unrealized appreciation (depreciation) on investments and secured borrowings of $99.3 million and $(13.1) million, respectively. For the three months ended June 30, 2018 , this consisted of $97.2 million of net reclassifications to realized losses (resulting in unrealized appreciation), $0.8 million of net unrealized appreciation on debt investments, $0.9 million of net unrealized appreciation on equity investments and $0.4 million of net unrealized depreciation on secured borrowings. For the three months ended June 30, 2017, this consisted of $4.9 million of net unrealized depreciation on debt investments and $8.6 million of net unrealized depreciation on equity investments, offset by $0.2 million of net reclassifications to realized losses (resulting in unrealized appreciation) and $0.1 million of net unrealized depreciation on secured borrowings.
During the nine months ended June 30, 2018 and June 30, 2017, the Company recorded net unrealized appreciation on investments and secured borrowings of $55.4 million and $18.6 million, respectively. For the nine months ended June 30, 2018 , this consisted of $90.3 million of net reclassifications to realized losses (resulting in unrealized appreciation) and $2.4 million of net unrealized depreciation on secured borrowings, offset by $33.1 million of net unrealized depreciation on debt investments and $4.2 million of net unrealized depreciation on equity investments. For the nine months ended June 30, 2017, this consisted of $136.6 million of net reclassifications to realized losses (resulting in unrealized appreciation), offset by $86.2 million of net unrealized depreciation on debt investments, $31.5 million of net unrealized depreciation on equity investments and $0.3 million of net unrealized appreciation on secured borrowings.
Note 10. Concentration of Credit Risks
The Company deposits its cash with financial institutions and at times such balances may be in excess of the FDIC insurance limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.
Note 11. Related Party Transactions

As of June 30, 2018 and September 30, 2017, the Company had a liability on its Consolidated Statements of Assets and Liabilities in the amount of $7.1 million and $6.8 million, respectively, reflecting the unpaid portion of the base management fees and incentive fees payable to Oaktree and the Former Adviser, respectively.
New Investment Advisory Agreement
Effective October 17, 2017 and as of June 30, 2018, the Company is party to the New Investment Advisory Agreement with Oaktree. Under the New Investment Advisory Agreement, the Company pays Oaktree a fee for its services under the New Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee payable to Oaktree and any incentive fees earned by Oaktree is ultimately borne by common stockholders of the Company.
Unless earlier terminated as described below, the New Investment Advisory Agreement will remain in effect until October 17, 2019 and thereafter from year-to-year if approved annually by the Board of Directors of the Company or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, including, in either case, approval by a majority of the

59

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





directors of the Company who are not interested persons. The New Investment Advisory Agreement will automatically terminate in the event of its assignment. The New Investment Advisory Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. The New Investment Advisory Agreement may also be terminated, without penalty, upon the vote of a majority of the outstanding voting securities of the Company.
Base Management Fee

Under the New Investment Advisory Agreement, the base management fee on total gross assets, including any investment made with borrowings, but excluding cash and cash equivalents, is 1.50%. The base management fee is payable quarterly in arrears and the fee for any partial month or quarter is appropriately prorated.
For the three months ended June 30, 2018 and the period from October 17, 2017 to June 30, 2018, the base management fee (net of waivers) incurred under the New Investment Advisory Agreement was $5.9 million and $15.7 million, respectively, which was payable to Oaktree. For each of the three months ended June 30, 2018 and the period from October 17, 2017 to June 30, 2018, Oaktree waived a portion of the base management fee, which resulted in waivers of less than $0.1 million, which amounts may be subject to recovery by Oaktree.
Incentive Fee

The incentive fee consists of two parts. Under the New Investment Advisory Agreement, the first part of the incentive fee (the “incentive fee on income”) is calculated and payable quarterly in arrears based upon the “pre-incentive fee net investment income” of the Company for the immediately preceding quarter. The payment of the incentive fee on income is subject to payment of a preferred return to investors each quarter (i.e., a “hurdle rate”), expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed quarter, of 1.50%, subject to a “catch up” feature.

For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, other than fees for providing managerial assistance) accrued during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the New Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as OID debt, instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Under the New Investment Advisory Agreement, the calculation of the incentive fee on income for each quarter is as follows:

No incentive fee is payable to Oaktree in any quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.50% (the “preferred return”) on net assets;
100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the preferred return but is less than or equal to 1.8182% in any fiscal quarter is payable to Oaktree. This portion of the incentive fee on income is referred to as the “catch-up” provision, and it is intended to provide Oaktree with an incentive fee of 17.5% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income exceeds 1.8182% on net assets in any fiscal quarter; and
For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.8182% on net assets, the subordinated incentive fee on income is equal to 17.5% of the amount of the Company’s pre-incentive fee net investment income, as the preferred return and catch-up will have been achieved.

There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle.

For the three months ended June 30, 2018 and the period from October 17, 2017 to June 30, 2018, the first part of the incentive fee (net of waivers) incurred under the New Investment Advisory Agreement was $1.2 million and $5.3 million, respectively. To ensure compliance of the transactions contemplated by the Purchase Agreement with Section 15 (f) of the 1940 Act, Oaktree entered into a two-year contractual fee waiver with the Company that will waive, to the extent necessary, any management or incentive fees payable under the New Investment Advisory Agreement that exceed what would have been paid to the Former Adviser in the aggregate under the Former Investment Advisory Agreement. Amounts potentially subject to waiver are accrued quarterly on a cumulative basis and, to

60

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





the extent required, any fees will be waived or reimbursed as soon as practicable after the end of the two-year period. As of June 30, 2018 , Oaktree had accrued an aggregate amount of $1.5 million of incentive fees potentially subject to waiver, which was included in base management fee and Part I incentive fee payable.

Under the New Investment Advisory Agreement, the second part of the incentive fee will be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date) commencing with the fiscal year ending September 30, 2019 and will equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under the New Investment Advisory Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 will be excluded from the calculations of the second part of the incentive fee.
Indemnification

The New Investment Advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, Oaktree and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of Oaktree's services under the New Investment Advisory Agreement or otherwise as investment adviser.
Collection and Disbursement of Fees Owed to the Former Adviser

Under the Former Investment Advisory Agreement described below, both the base management fee and incentive fee on income were calculated and paid to the Former Adviser at the end of each quarter. In order to ensure that the Former Adviser received the compensation earned during the quarter ended December 31, 2017, the initial payment of the base management fee and incentive fee on income under the New Investment Advisory Agreement covered the entire quarter in which the New Investment Advisory Agreement became effective, and was calculated at a blended rate that reflected fee rates under the respective investment advisory agreements for the portion of the quarter in which the Former Adviser and Oaktree were serving as investment adviser. This structure allowed Oaktree to pay the Former Adviser in early 2018, the pro rata portion of the fees that were earned by, but not paid to, the Former Adviser for services rendered to the Company prior to October 17, 2017.
Former Investment Advisory Agreement

The following is a description of the Former Investment Advisory Agreement, which was terminated on October 17, 2017. The Former Investment Advisory Agreement, dated March 20, 2017, was effective January 1, 2017 through its termination on October 17, 2017. The Former Investment Advisory Agreement amended and restated the Company’s third amended and restated investment advisory agreement with the Former Adviser, which was effective as of January 1, 2016, to impose a total return hurdle provision and reduce the “preferred return.”

Through October 17, 2017, the Company paid the Former Adviser a fee for its services under the Former Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee paid to the Former Adviser and any incentive fees earned by the Former Adviser were ultimately borne by common stockholders of the Company.
Base Management Fee

As of January 1, 2016, the base management fee was calculated at an annual rate of 1.75% of the Company’s gross assets, including any borrowings for investment purposes but excluding cash and cash equivalents. The base management fee was payable quarterly in arrears and the fee for any partial month or quarter was appropriately prorated.

For the period from October 1, 2017 to October 17, 2017 and the three and nine months ended June 30, 2017, the base management fee (net of waivers) incurred under the investment advisory agreements with the Former Adviser was $1.1 million, $7.9 million and $24.4 million, respectively, all of which were payable to the Former Adviser. For each of the period from October 1, 2017

61

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





to October 17, 2017 and the three and nine months ended June 30, 2017, the Former Adviser voluntarily waived a portion of the base management fee, which resulted in waivers of less than $0.1 million.
Incentive Fee

The incentive fee paid to the Former Adviser had two parts. The first part was calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding fiscal quarter. Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, was compared to a “hurdle rate” of 1.75% per quarter (2% for periods prior to January 1, 2017), subject to a “catch-up” provision measured as of the end of each quarter. The Company’s net investment income used to calculate this part of the incentive fee was also included in the amount of its gross assets used to calculate the 1.75% base management fee.
From January 1, 2017 to October 17, 2017, in the event the cumulative incentive fee on income accrued from January 1, 2017 (after giving effect to any reduction(s) pursuant to this paragraph for any prior fiscal quarters but not the quarter of calculation) exceeded 20.0% of the cumulative net increase in net assets resulting from operations since January 1, 2017, then the incentive fee on income for the quarter was reduced by an amount equal to (1) 25% of the incentive fee on income calculated for such quarter (prior to giving effect to any reduction pursuant to this paragraph) less (2) any base management fees waived by the Former Adviser for such fiscal quarter. For this purpose, the “cumulative net increase in net assets resulting from operations” was an amount, if positive, equal to the sum of pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized capital appreciation and depreciation of the Company from January 1, 2017.
There was no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there was no clawback of amounts previously paid if subsequent quarters were below the quarterly hurdle and there was no delay of payment if prior quarters were below the quarterly hurdle.
The second part of the incentive fee was determined and payable in arrears as of the end of each fiscal year (or upon termination of the Former Investment Advisory Agreement, as of the termination date) and equaled 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.
For the period from October 1, 2017 to October 17, 2017, no incentive fee was incurred under the Former Investment Advisory Agreement. For the three and nine months ended June 30, 2017, incentive fees incurred under the investment advisory agreement with the Former Adviser were $3.5 million and $10.7 million, respectively.
GAAP Accruals

GAAP requires the Company to accrue for the theoretical capital gain incentive fee that would be payable after giving effect to the net unrealized capital appreciation. A fee so calculated and accrued would not be payable under applicable law and may never be paid based upon the computation of capital gain incentive fees in subsequent periods. Amounts ultimately paid under the New Investment Advisory Agreement will be consistent with the formula reflected in the New Investment Advisory Agreement. The Company did not accrue for capital gain incentive fees as of June 30, 2018 because the capital gain incentive fee under the New Investment Advisory Agreement will not be charged until the fiscal year ending September 30, 2019.
Administrative Services
The Company entered into the New Administration Agreement with Oaktree Administrator on October 17, 2017. Pursuant to the New Administration Agreement, Oaktree Administrator provides administrative services to the Company necessary for the operations of the Company, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as Oaktree Administrator, subject to review by the Company’s Board of Directors, shall from time to time deem to be necessary or useful to perform its obligations under the New Administration Agreement. Oaktree Administrator may, on behalf of the Company, conduct relations and negotiate agreements with custodians, trustees, depositories, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Oaktree Administrator makes reports to the Company’s Board of Directors of its performance of obligations under the New Administration Agreement and furnishes advice and recommendations with respect to such other aspects of the Company’s business and affairs, in each case, as it shall determine to be desirable or as reasonably required by the Company’s Board of Directors; provided that Oaktree Administrator shall not provide any investment advice or recommendation.

62

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Oaktree Administrator also provides portfolio collection functions for interest income, fees and warrants and is responsible for the financial and other records that the Company is required to maintain and prepares, prints and disseminates reports to the Company’s stockholders and all other materials filed with the SEC. In addition, Oaktree Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Oaktree Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies.
For providing these services, facilities and personnel, the Company reimburses Oaktree Administrator the allocable portion of overhead and other expenses incurred by Oaktree Administrator in performing its obligations under the New Administration Agreement, including the Company’s allocable portion of the rent of the Company’s principal executive offices at market rates and the Company’s allocable portion of the costs of compensation and related expenses of its Chief Financial Officer, Chief Compliance Officer, their staffs and other non-investment professionals at Oaktree that perform duties for the Company. Such reimbursement is at cost, with no profit to, or markup by, Oaktree Administrator. The New Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. The New Administration Agreement may also be terminated, without penalty, upon the vote of a majority of the Company’s outstanding voting securities.
Prior to its termination by its terms on October 17, 2017 and throughout the Company’s 2017 fiscal year, the Company was party to the Former Administration Agreement with the Former Administrator. The Former Administrator was a wholly-owned subsidiary of the Former Adviser. Pursuant to the Former Administration Agreement, the Former Administrator provided services substantially similar to those provided by Oaktree Administrator as described above. For providing these services, facilities and personnel, the Company reimbursed the Former Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Former Administration Agreement.
For the three months ended June 30, 2018 , the Company accrued administrative expenses of $0.5 million, including $0.1 million of general and administrative expenses. For the nine months ended June 30, 2018 , the Company accrued administrative expenses of $1.7 million, including $0.3 million of general and administrative expenses. Of the accrued administrative expenses of $1.7 million for the nine months ended June 30, 2018 , $0.2 million was due to the Former Administrator for administrative expenses incurred prior to October 17, 2017 and $1.5 million was due to Oaktree Administrator. For the three months ended June 30, 2017, the Company accrued administrative expenses of $0.6 million, including $0.2 million of general and administrative expenses, which were due to the Former Administrator. For the nine months ended June 30, 2017, the Company accrued administrative expenses of $2.7 million, including $1.1 million of general and administrative expenses, which were due to the Former Administrator.
As of June 30, 2018 and September 30, 2017, $4.2 million and $1.8 million was included in “Due to affiliate” in the Consolidated Statements of Assets and Liabilities, respectively, reflecting the unpaid portion of administrative expenses payable to Oaktree Administrator and the Former Administrator, respectively.


63

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 12. Financial Highlights
Three months ended
June 30, 2018
Three months ended
June 30, 2017
Nine months ended
June 30, 2018
Nine months ended
June 30, 2017
Net asset value per share at beginning of period
$5.87
$7.23
$6.16
$7.97
Net investment income (4)
0.10
0.14
0.31
0.43
Net unrealized appreciation (depreciation) on investments and secured borrowings (4)
0.71
(0.09)
0.39
0.13
Net realized gain (loss) on investments, secured borrowings and unsecured notes payable (4)
(0.63)
(0.09)
(0.60)
(1.07)
Distributions to stockholders (4)
(0.10)
(0.02)
(0.31)
(0.34)
Net issuance/repurchases of common stock (4)
0.05
Net asset value per share at end of period
$5.95
$7.17
$5.95
$7.17
Per share market value at beginning of period
$4.21
$4.62
$5.47
$5.81
Per share market value at end of period
$4.78
$4.86
$4.78
$4.86
Total return (1)
15.82%
5.63%
(6.84)%
(10.50)%
Common shares outstanding at beginning of period
140,960,651
140,960,651
140,960,651
143,258,785
Common shares outstanding at end of period
140,960,651
140,960,651
140,960,651
140,960,651
Net assets at beginning of period
$827,234
$1,019,626
$867,657
$1,142,288
Net assets at end of period
$838,095
$1,010,750
$838,095
$1,010,750
Average net assets (2)
$837,286
$1,016,037
$837,878
$1,043,283
Ratio of net investment income to average net assets (5)
6.91%
7.65%
6.86%
7.84%
Ratio of total expenses to average net assets (5)
9.08%
10.10%
9.43%
10.57%
Ratio of net expenses to average net assets (5)
8.34%
10.08%
9.17%
10.39%
Ratio of portfolio turnover to average investments at fair value
19.26%
8.67%
51.32%
19.68%
Weighted average outstanding debt (3)
$546,297
$905,994
$590,921
$1,032,076
Average debt per share (4)
$3.88
$6.43
$4.19
$7.29
Asset coverage ratio
237.18%
231.29%
237.18%
231.29%
__________
(1)
Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company's DRIP.
(2)
Calculated based upon the weighted average net assets for the period.
(3)
Calculated based upon the weighted average of loans payable for the period.
(4)
Calculated based upon weighted average shares outstanding for the period.
(5)
Interim periods are annualized.

Note 13. Unsecured Notes
2019 Notes
On February 26, 2014, the Company issued $250.0 million in aggregate principal amount of its 4.875% unsecured 2019 Notes for net proceeds of $244.4 million after deducting OID of $1.4 million, underwriting commissions and discounts of $3.7 million and offering costs of $0.5 million.  The OID on the 2019 Notes is amortized based on the effective interest method over the term of the notes.
The 2019 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the supplemental indenture, dated February 26, 2014 (collectively, the "2019 Notes Indenture"), between the Company and Deutsche Bank Trust Company Americas (the "Trustee"). The 2019 Notes are the Company's general unsecured obligations that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2019 Notes. The 2019 Notes rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated. The 2019 Notes effectively rank junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later

64

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





secures) to the extent of the value of the assets securing such indebtedness. The 2019 Notes rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
Interest on the 2019 Notes is paid semi-annually on March 1 and September 1 at a rate of 4.875% per annum. The 2019 Notes mature on March 1, 2019 and may be redeemed in whole or in part at any time or from time to time at the Company's option prior to maturity.
The 2019 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether the Company is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, as well as covenants requiring the Company to provide financial information to the holders of the 2019 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These covenants are subject to limitations and exceptions that are described in the 2019 Notes Indenture. The Company may repurchase the 2019 Notes in accordance with the 1940 Act and the rules promulgated thereunder. In addition, holders of the 2019 Notes can require the Company to repurchase the 2019 Notes at 100% of their principal amount upon the occurrence of certain change of control events as described in the 2019 Notes Indenture. The 2019 Notes were issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. During the nine months ended June 30, 2018 , the Company repurchased and subsequently canceled $21.2 million of the 2019 Notes. The Company recognized a loss of $0.1 million in connection with such transaction. There were no repurchases during the nine months ended June 30, 2017.
For each of the three and nine months ended June 30, 2018 , the Company recorded interest expense of $3.0 million and $9.5 million , respectively, related to the 2019 Notes. For the three and nine months ended June 30, 2017, the Company recorded interest expense of $3.3 million and $10.0 million, respectively, related to the 2019 Notes.
As of June 30, 2018 , there were $228.8 million of 2019 Notes outstanding, which had a carrying value and fair value of $228.1 million and $230.5 million , respectively.
2024 Notes
On October 18, 2012, the Company issued $75.0 million in aggregate principal amount of its 5.875% unsecured 2024 Notes for net proceeds of $72.5 million after deducting underwriting commissions of $2.2 million and offering costs of $0.3 million.
The 2024 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated October 18, 2012 (collectively, the "2024 Notes Indenture"), between the Company and the Trustee. The 2024 Notes are the Company's unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries or financing vehicles.
Interest on the 2024 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30 at a rate of 5.875% per annum. The 2024 Notes mature on October 30, 2024 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after October 30, 2017. The 2024 Notes currently trade on the New York Stock Exchange under the symbol “OSLE” with a par value of $25.00 per note.
The 2024 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether the Company is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions and with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring the Company to provide financial information to the holders of the 2024 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 2024 Notes Indenture. The Company may repurchase the 2024 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2024 Notes repurchased by the Company may, at the Company's option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any 2024 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2024 Notes Indenture. During the nine months ended June 30, 2018 and 2017, the Company did not repurchase any of the 2024 Notes in the open market.

65

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





For each of the three and nine months ended June 30, 2018 , the Company recorded interest expense of $1.2 million and $3.5 million , respectively, related to the 2024 Notes. For the three and nine months ended June 30, 2017, the Company recorded interest expense of $1.2 million and $3.5 million, respectively, related to the 2024 Notes.
As of June 30, 2018 , there were $75.0 million of 2024 Notes outstanding, which had a carrying value and fair value of $73.7 million and $77.4 million , respectively.
2028 Notes
In April and May 2013, the Company issued $86.3 million in aggregate principal amount of its 6.125% unsecured 2028 Notes for net proceeds of $83.4 million after deducting underwriting commissions of $2.6 million and offering costs of $0.3 million.
The 2028 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the second supplemental indenture, dated April 4, 2013 (collectively, the "2028 Notes Indenture"), between the Company and the Trustee. The 2028 Notes are the Company's unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that it later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries or financing vehicles.
Interest on the 2028 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30 at a rate of 6.125% per annum. The 2028 Notes mature on April 30, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after April 30, 2018. The 2028 Notes currently trade on the NASDAQ Global Select Market under the symbol "OCSLL" with a par value of $25.00 per note.
The 2028 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, as well as covenants requiring the Company to provide financial information to the holders of the 2028 Notes and the Trustee if it ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 2028 Notes Indenture. The Company may repurchase the 2028 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2028 Notes repurchased by the Company may, at its option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any 2028 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2028 Notes Indenture. During the nine months ended June 30, 2018 and 2017, the Company did not repurchase any of the 2028 Notes in the open market.
For each of the three and nine months ended June 30, 2018 , the Company recorded interest expense of $1.4 million and $4.1 million , respectively, related to the 2028 Notes. For the three and nine months ended June 30, 2017, the Company recorded interest expense of $1.4 million and $4.1 million, respectively, related to the 2028 Notes.
As of June 30, 2018 , there were $86.3 million of 2028 Notes outstanding, which had a carrying value and fair value of $84.4 million and $85.2 million , respectively.
Note 14. Secured Borrowings
See Note 2 "Secured Borrowings" for a description of the Company's accounting treatment of secured borrowings.
As of June 30, 2018 , there were $12.6 million of secured borrowings outstanding. As of June 30, 2018 , secured borrowings at fair value totaled $10.0 million and the fair value of the investment that is associated with these secured borrowings was $34.4 million . These secured borrowings were the result of the Company's completion of partial loan sales totaling $22.8 million of a senior secured debt investment during the fiscal year ended September 30, 2014 that did not meet the definition of a participating interest. As a result, sale treatment was not allowed and these partial loan sales were treated as secured borrowings. The Company receives loan servicing fees as it continues to serve as administrative agent for this investment. As a result, the Company earns servicing fees in connection with the loans that were partially sold. During the nine months ended June 30, 2018 , there were $0.9 million of net repayments on secured borrowings. During the nine months ended June 30, 2017, there were $5.1 million of net repayments on secured borrowings.
For the nine months ended June 30, 2018 , the secured borrowings bore interest at a weighted average interest rate of 6.44%. For the nine months ended June 30, 2017, the secured borrowings bore interest at an annual interest rate of 8.09%. For the three and nine months ended June 30, 2018 , the Company recorded interest expense of $0.1 million and $0.6 million , respectively, related to the secured borrowings. For the three and nine months ended June 30, 2017, the Company recorded interest expense of $0.3 million and $0.9 million, respectively, related to the secured borrowings.

66

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)






Note 15. Commitments and Contingencies
SEC Examination and Investigation
On March 23, 2016, the Division of Enforcement of the SEC sent document subpoenas and document preservation notices to the Company, FSAM, FSCO GP LLC - General Partner of Fifth Street Opportunities Fund, L.P. ("FSOF") and OCSI. The subpoenas sought production of documents relating to a variety of issues principally related to the activities of the Former Adviser, including those raised in an ordinary-course examination of the Former Adviser by the SEC’s Office of Compliance Inspections and Examinations that began in October 2015, and in the previously disclosed securities class actions and other previously disclosed litigation. The subpoenas were issued pursuant to a formal order of private investigation captioned In the Matter of the Fifth Street Group of Companies, No. HO-12925, dated March 23, 2016, which addresses (among other things) (i) the valuation of the Company's portfolio companies and investments, (ii) the expenses allocated or charged to the Company and OCSI, (iii) FSOF’s trading in the securities of publicly traded business development companies, (iv) statements to the Board of Directors, other representatives of pooled investment vehicles, investors, or prospective investors concerning the fair value of the Company's portfolio companies or investments as well as expenses allocated or charged to the Company and OCSI, (v) various issues relating to adoption and implementation of policies and procedures under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (vi) statements and/or potential omissions in the entities’ SEC filings, (vii) the entities’ books, records, and accounts and whether they fairly and accurately reflected the entities’ transactions and dispositions of assets, and (viii) several other issues relating to corporate books and records. The formal order cites various provisions of the Securities Act of 1933, as amended, the Exchange Act and the Advisers Act, as well as rules promulgated under those Acts, as the bases of the investigation. The Company is cooperating with the Division of Enforcement investigation, has produced requested documents, and has been communicating with Division of Enforcement personnel. Oaktree is not subject to these subpoenas.
Off-Balance Sheet Arrangements
The Company may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its companies. As of June 30, 2018 , the Company's only off-balance sheet arrangements consisted of $63.7 million of unfunded commitments, which was comprised of $57.6 million to provide debt financing to certain of its portfolio companies, $1.3 million to provide equity financing to SLF JV I and $4.8 million related to unfunded limited partnership interests. As of September 30, 2017 , the Company's only off-balance sheet arrangements consisted of $ 118.1 million of unfunded commitments, which was comprised of $107.3 million to provide debt financing to certain of its portfolio companies, $1.3 million to provide equity financing to SLF JV I and $9.5 million related to unfunded limited partnership interests. Such commitments are subject to its portfolio companies' satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company's Consolidated Statements of Assets and Liabilities.
A list of unfunded commitments by investment (consisting of revolvers, term loans with delayed draw components, SLF JV I LLC equity interests, and limited partnership interests) as of June 30, 2018 and September 30, 2017 is shown in the table below:

67

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





June 30, 2018
September 30, 2017
TerSera Therapeutics, LLC
$
12,187

$

P2 Upstream Acquisition Co.
10,000

10,000

InMotion Entertainment Group, LLC
6,534

7,544

Valet Merger Sub, Inc.
5,969

9,326

EOS Fitness Opco Holdings, LLC
5,000

5,000

Pingora MSR Opportunity Fund I, LP (limited partnership interest)
4,210

2,760

Dominion Diagnostics, LLC
4,180

4,180

Keypath Education, Inc.
3,000

3,000

Datto Inc
2,356


4 Over International, LLC
2,232

2,232

New IPT, Inc.
2,229

2,229

Senior Loan Fund JV 1, LLC
1,328

1,328

TransTrade Operators, Inc. (1)(2)(3)
1,052

1,052

Access CIG LLC
765


Ministry Brands, LLC
700

1,708

GKD Index Partners LLC
578


Refac Optical Group (3)
480

2,080

Sterling Capital Partners IV, L.P. (limited partnership interest)
359

490

Cenegenics, LLC (1)(2)
297

297

ACON Equity Partners III, LP (limited partnership interest)
219

239

Lift Brands Holdings, Inc.

15,000

Edge Fitness, LLC

8,353

Impact Sales, LLC

3,234

WeddingWire, Inc.

3,000

Motion Recruitment Partners LLC

2,900

Traffic Solutions Holdings, Inc.

2,998

OmniSYS Acquisition Corporation

2,500

SPC Partners VI, L.P. (limited partnership interest)

2,000

Metamorph US 3, LLC (2)(4)

1,470

Riverside Fund V, LP (limited partnership interest)

539

Webster Capital III, L.P. (limited partnership)

736

Tailwind Capital Partners II, L.P. (limited partnership interest)

391

Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)

472

Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)

365

Riverside Fund IV, LP (limited partnership interest)

254

Bunker Hill Capital II (QP), LP (limited partnership interest)

183

SPC Partners V, L.P. (limited partnership interest)

159

Riverlake Equity Partners II, LP (limited partnership interest)

129

Milestone Partners IV, LP (limited partnership interest)

180

BeyondTrust Software, Inc.

5,995

Systems, Inc.

3,030

Thing5, LLC (1)

3,000

Edmentum, Inc. (1)(2)

2,664

Ping Identity Corporation

2,500

Sailpoint Technologies, Inc.

1,500

Garretson Firm Resolution Group, Inc. (1)

508

RCP Direct II, LP (limited partnership interest)

364

RCP Direct, LP (limited partnership interest)

184

Total
$
63,675

$
118,073

___________
(1) This investment was on cash or PIK non-accrual status as of June 30, 2018.
(2) This investment was on cash or PIK non-accrual status as of September 30, 2017.
(3) This portfolio company does not have the ability to draw on this unfunded commitment as of June 30, 2018.
(4) This investment was disposed of as of June 30, 2018.

68

OAKTREE SPECIALTY LENDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)





Note 16. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of the Consolidated Financial Statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the Consolidated Financial Statements as of and for the three and nine months ended June 30, 2018, except as discussed below:
On July 10, 2018, the Company entered into Amendment No. 1 (the “Amendment”) to the ING Facility. The Amendment revised the definition of “Senior Coverage Ratio,” which is used to determine the margin above LIBOR for the Company’s borrowings under the ING Facility, to exclude the aggregate principal amount of the 2019 Notes from such calculation. In addition, the Amendment revised the ING Facility to provide the Company with additional flexibility with respect to refinancing or prepaying the 2024 Notes in certain circumstances.
On August 1, 2018, the Company’s Board of Directors declared a quarterly distribution of $0.095 per share, payable on September 28, 2018 to stockholders of record on September 15, 2018.












69


Schedule 12-14
Oaktree Specialty Lending Corporation
Schedule of Investments in and Advances to Affiliates
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Nine months ended June 30, 2018
(unaudited)
Portfolio Company/Type of Investment (1)
Cash Interest Rate
Industry
Principal
Net Realized Gain (Loss)
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
Fair Value
at October 1,
2017
Gross
Additions (3)
Gross
Reductions (4)
Fair Value
at June 30, 2018
% of Total Net Assets
Control Investments
AdVenture Interactive, Corp.
Advertising
9,073 shares of common units
$

$

$

$
13,818

$
136

$
(13,954
)
$

%


%
Ameritox Ltd.
Healthcare services




First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021

(30,103
)
75

4,445

33,094

(37,539
)

%
14,090,126.4 Class A Preferred Units in Ameritox Holdings II, LLC

(14,090
)


14,090

(14,090
)

%
1,602,260.83 Class B Preferred Units in Ameritox Holdings II, LLC

(1,602
)


1,602

(1,602
)

%
4,930.03 Class A Units in Ameritox Holdings II, LLC

(29,049
)


29,049

(29,049
)

%
Eagle Hospital Physicians, LLC
Healthcare services


Earn-out

(848
)

4,986

3,017

(8,003
)

%
First Star Bermuda Aviation Limited (6)
Airlines


First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
11,868


1,284

11,868

305

(305
)
11,868

1.4
%
100% equity interest



2,323

5,543

(2,220
)
5,646

0.7
%
First Star Speir Aviation Limited (6)
Airlines




First Lien Term Loan, 9% cash due 12/15/2020
32,510


1,775

41,395

973

(9,858
)
32,510

3.9
%
100% equity interest



3,926

3,547

(3,088
)
4,385

0.5
%
Keypath Education, Inc.
Advertising


First Lien Term Loan, LIBOR+7% (1% floor) cash due 4/3/2022
9.33
%
19,960


1,330

19,960



19,960

2.4
%
First Lien Revolver, LIBOR+7% (1% floor) cash due 4/3/2022


13





%
9,073 Class A Units in FS AVI Holdco, LLC



7,918

66


7,984

1.0
%
New IPT, Inc.
Oil & gas equipment services




First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021
7.33
%
4,107


219

4,107



4,107

0.5
%
Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021
7.43
%
1,753


118

2,504


(751
)
1,753

0.2
%
First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021
7.33
%
1,009


58

1,009



1,009

0.1
%
50.087 Class A Common Units in New IPT Holdings, LLC



736

1,555


2,291

0.3
%
Senior Loan Fund JV I, LLC (5)
Multi-sector holdings




Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC
7.93
%
100,444


6,621

101,030


(586
)
100,444

12.0
%
Class B Mezzanine Secured Deferrable Fixed Rate Notes, 15% PIK due 2036 in SLF Repack Issuer 2016 LLC
29,532


3,115

27,641

2,069

(178
)
29,532

3.5
%
87.5% equity interest



5,525


(3,593
)
1,932

0.2
%

70


Portfolio Company/Type of Investment (1)
Cash Interest Rate
Industry
Principal
Net Realized Gain (Loss)
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
Fair Value
at October 1,
2017
Gross
Additions (3)
Gross
Reductions (4)
Fair Value
at June 30, 2018
% of Total Net Assets
Traffic Solutions Holdings, Inc.
Construction & engineering


First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021
$

$

$
3,174

$
36,568

$
393

$
(36,961
)
$

%
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021


85

1,250

753

(2,003
)

%
LC Facility, 6% cash due 4/1/2021


164

4,752

4

(4,756
)

%
746,114 Series A Preferred Units, 10%

(10,462
)

7,700

12,329

(20,029
)

%
746,114 Common Stock Unit

(5,316
)


5,316

(5,316
)

%
TransTrade Operators, Inc. (7)
Air freight and logistics




First Lien Term Loan, 5% cash due 12/31/2017
15,973



1,810


(1,810
)

%
First Lien Revolver, 8% cash due 12/31/2017
7,757




740

(740
)

%
596.67 Series A Common Units







%
4,000 Series A Preferred Units in TransTrade Holdings LLC







%
5,200,000 Series B Preferred Units in TransTrade Holding LLC







%
Total Control Investments
$
224,913

$
(91,470
)
$
18,031

$
305,271

$
114,581

$
(196,431
)
$
223,421

26.7
%
Affiliate Investments
AmBath/ReBath Holdings, Inc.
Home improvement retail
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2018


1,738

22,957

308

(23,265
)

%
4,668,788 shares of Preferred Stock

2,048


1,827

221

(2,048
)

%
Caregiver Services, Inc.
Healthcare services


Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019


753

9,665

216

(9,881
)

%
1,080,399 shares of Series A Preferred Stock, 10%



2,534


(373
)
2,161

0.3
%
Total Affiliate Investments
$

$
2,048

$
2,491

$
36,983

$
745

$
(35,567
)
$
2,161

0.3
%
Total Control & Affiliate Investments
$
224,913

$
(89,422
)
$
20,522

$
342,254

$
115,326

$
(231,998
)
$
225,582

26.9
%

This schedule should be read in connection with the Company's Consolidated Financial Statements, including the Consolidated Schedules of Investments and Notes to the Consolidated Financial Statements.
______________________
(1)
The principal amount and ownership detail are shown in the Company's Consolidated Schedules of Investments.
(2)
Represents the total amount of interest (net of non-accrual amounts), fees and dividends credited to income for the portion of the period an investment was included in the Control or Affiliate categories.
(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK interest (net of non-accrual amounts) and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
(4)
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)
Together with Kemper, the Company co-invests through SLF JV I. SLF JV I is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF JV I must be approved by the SLF JV I investment committee consisting of representatives of the Company and Kemper (with approval from a representative of each required).
(6)
First Star Bermuda Aviation Limited and First Star Speir Aviation Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
(7)
This investment was on cash non-accrual status as of June 30, 2018 and September 30, 2017.


71


Schedule 12-14
Oaktree Specialty Lending Corporation
Schedule of Investments in and Advances to Affiliates
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Nine months ended June 30, 2017
(unaudited)
Portfolio Company/Type of Investment (1)
Cash Interest Rate
Industry
Principal
Net Realized Gain (Loss)
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
Fair Value
at October 1,
2016
Gross
Additions (3)
Gross
Reductions (4)
Fair Value
at June 30, 2017
% of Total Net Assets
Control Investments
AdVenture Interactive, Corp.
Advertising
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
$

$

$

$

$

$

$

%
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018







%
9,073 shares of common stock




24,258

(10,648
)
13,610

1.3
%
Ameritox Ltd.
Healthcare services




First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021
6.15
%
40,107


2,435

31,039

9,151

(82
)
40,108

3.9
%
14,090,126.4 Class A Preferred A Units in Ameritox Holdings II, LLC



15,437

1,424

(2,667
)
14,194

1.4
%
1,602,260.83 Class B Preferred A Units in Ameritox Holdings II, LLC



1,755

162

(1,917
)

%
4,930.03 Common Units in Ameritox Holdings II, LLC



13,113


(13,113
)

%
Eagle Hospital Physicians, LLC
Healthcare services




First Lien Term Loan A, 8% PIK due 4/30/2017

(5,015
)
571

13,875

1,058

(14,933
)

%
First Lien Term Loan B, 8.1% PIK due 4/30/2017

(3,970
)
81

3,887

4,189

(8,076
)

%
First Lien Revolver, 8% cash due 4/30/2017


183

1,913

2,185

(4,098
)

%
4,100,000 Class A Common Units

(4,100
)

7,421

4,100

(11,521
)

%
Earn-out




7,851


7,851

0.8
%
Express Group Holdings LLC
Oil & gas equipment services


First Lien Term Loan, LIBOR+6% (1% floor) cash due 9/3/2019

(12,072
)
(110
)
1,193

12,073

(13,266
)

%
First Lien Revolver, LIBOR+4.5% (1% floor) cash due 3/4/2019

(4,664
)
(2
)
6,090

5,211

(11,301
)

%
Last-In Revolver, PRIME+3.5% (3.5% floor) cash due 10/7/2016


106

3,000


(3,000
)

%
14,033,391 Series B Preferred Units

(3,982
)


3,982

(3,982
)

%
280,668 Series A Preferred Units

(1,593
)


1,593

(1,593
)

%
1,456,344 Common Stock Units







%
First Star Aviation, LLC (6)
Airlines




10,104,401 Common Units

(3,767
)

2,413

87

(2,500
)

%
First Star Bermuda Aviation Limited (6)
Airlines




First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
11,868


729

11,851

138

(121
)
11,868

1.2
%
4,293,736 Common Units



5,729

(455
)
(3,464
)
1,810

0.2
%
First Star Speir Aviation Limited (6)
Airlines




First Lien Term Loan, 9% cash due 12/15/2020
41,395


2,060

54,214

2,068

(16,189
)
40,093

3.9
%
2,058,411.64 Common Units



2,839


(2,839
)

%
Keypath Education, Inc.
Advertising
First Lien Term Loan, LIBOR+7% (1.25% floor) cash due 3/22/2018
8.29
%
19,960


412


19,960


19,960

2.0
%
First Lien Revolver, LIBOR+7% (1.25% floor) cash due 3/22/2018


4





%
9,073 Class A Units in FS AVI Holdco, LLC




10,648


10,648

1.0
%

72


Portfolio Company/Type of Investment (1)
Cash Interest Rate
Industry
Principal
Net Realized Gain (Loss)
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
Fair Value
at October 1,
2016
Gross
Additions (3)
Gross
Reductions (4)
Fair Value
at June 30, 2017
% of Total Net Assets
New IPT, Inc.
Oil & gas equipment services




First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021
6.15
%
$
4,107

$
26

$
72

$

$
4,107

$

$
4,107

0.4
%
Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021
6.25
%
2,504


46


2,504


2,504

0.2
%
First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021
6.15
%
1,009


21


1,009


1,009

0.1
%
50.087 Class A Common Units in New IPT Holdings, LLC







%
Senior Loan Fund JV I, LLC (5)
Multi-sector holdings




Subordinated Note, LIBOR+8% cash due 5/2/2021

(19,857
)
2,859

129,004

16,546

(145,550
)

%
Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC
6.55
%
101,030


3,465


101,030


101,030

9.9
%
Class B Mezzanine Secured Deferrable Fixed Rate Notes, 15% PIK due 2036 in SLF Repack Issuer 2016 LLC
26,642


1,978


26,642


26,642

2.6
%
87.5% equity interest


1,050

13,708

433

(906
)
13,235

1.3
%
Traffic Solutions Holdings, Inc.
Construction & engineering




First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021
8.15
%
36,468


3,151

36,328

985

(845
)
36,468

3.6
%
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021
7.15
%
750


98

2,800

760

(2,810
)
750

0.1
%
LC Facility, 6% cash due 4/1/2021
3,518


172

3,518

12

(12
)
3,518

0.3
%
746,114 Series A Preferred Units, 10%


1,471

20,094

3,201

(161
)
23,134

2.3
%
746,114 Common Stock Unit




2,284


2,284

0.2
%
TransTrade Operators, Inc. (7)
Air freight and logistics




First Lien Term Loan, 11% cash 3% PIK due 12/31/2017
15,973


8

7,046

644

(2,160
)
5,530

0.5
%
First Lien Revolver, 8% cash due 12/31/2017
7,582




2,505

(2,505
)

%
Total Control Investments
$
312,913

$
(58,994
)
$
20,860

$
388,267

$
272,345

$
(280,259
)
$
380,353

37.3
%
Affiliate Investments


AmBath/ReBath Holdings, Inc.
Home improvement retail


First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2018
23,309


3,422

24,268

818

(1,806
)
23,280

2.3
%
4,668,788 shares of Preferred Stock



1,873

349

(271
)
1,951

0.2
%
Caregiver Services, Inc.
Healthcare services




Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
9,669


873

9,549

156

(116
)
9,589

0.9
%
1,080,399 shares of Series A Preferred Stock, 10%



4,079


(1,550
)
2,529

0.2
%
Total Affiliate Investments
$
32,978

$

$
4,295

$
39,769

$
1,323

$
(3,743
)
$
37,349

3.7
%
Total Control & Affiliate Investments
$
345,891

$
(58,994
)
$
25,155

$
428,036

$
273,668

$
(284,002
)
$
417,702

41.0
%
This schedule should be read in connection with the Company's Consolidated Financial Statements, including the Consolidated Schedules of Investments and Notes to the Consolidated Financial Statements.
______________________
(1)
The principal amount and ownership detail are shown in the Company's Consolidated Schedules of Investments.
(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Affiliate categories.
(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest (net of non-accrual amounts) and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
(4)
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

73


(5)
Together with Kemper, the Company co-invests through SLF JV I. SLF JV I is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF JV I must be approved by the SLF JV I investment committee consisting of representatives of the Company and Kemper (with approval from a representative of each required).
(6)
First Star Aviation, LLC, First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
(7)
This investment was on cash non-accrual status as of June 30, 2017.


74



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in connection with our Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q.
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

our future operating results and distribution projections;
the ability of Oaktree Capital Management, L.P., or Oaktree, to find lower-risk investments to reposition our portfolio and to implement Oaktree’s future plans with respect to our business;
our business prospects and the prospects of our portfolio companies;
the impact of the investments that we expect to make;
the ability of our portfolio companies to achieve their objectives;
our expected financings and investments and additional leverage we may seek to incur in the future;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies; and
the cost or potential outcome of any litigation to which we may be a party.
In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in each of our annual report on Form 10-K for the year ended September 30, 2017 and our quarterly report on Form 10-Q for the quarter ended March 31, 2018 and elsewhere in this quarterly report on Form 10-Q.
Other factors that could cause actual results to differ materially include:
changes in the economy, financial markets and political environment;
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters;
future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies or regulated investment companies, or RICs; and
other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission, or the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Except as otherwise specified, references to the “Company,” “we,” “us,” and “our,” refer to Oaktree Specialty Lending Corporation and its consolidated subsidiaries.
All dollar amounts in tables are in thousands, except share and per share amounts, percentages and as otherwise indicated.
Business Overview
We are a specialty finance company dedicated to providing customized, one-stop credit solutions to companies with limited access to public or syndicated capital markets. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, we have qualified and elected to be treated as a RIC under the Internal Revenue Code of 1986, as amended, or the Code, for tax purposes.
As of October 17, 2017, we are externally managed by Oaktree, a subsidiary of Oaktree Capital Group, LLC, or OCG, a global investment manager specializing in alternative investments, pursuant to an investment advisory agreement between us and Oaktree, or the New Investment Advisory Agreement. Oaktree Fund Administration, LLC, or Oaktree Administrator, a subsidiary of Oaktree, also provides certain administrative and other services necessary for us to operate pursuant to an administration agreement, or the New

75



Administration Agreement. See “Note 11. Related Party Transactions-New Investment Advisory Agreement” and “-Administrative Services” in the notes to the accompanying Consolidated Financial Statements for a description of the New Investment Advisory Agreement, New Administration Agreement and the investment advisory agreements and administration agreement that were in effect prior to October 17, 2017.
We generally lend to and invest in small and mid-sized companies. Our investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and, to a lesser extent, capital appreciation from our equity investments.
Oaktree intends to reposition our portfolio into investments that are better aligned with Oaktree's overall approach to credit investing and that it believes have the potential to generate attractive returns across market cycles. We expect that Oaktree will focus on middle-market companies, which we define as companies with enterprise values of between $100 million and $750 million. Going forward, we expect our portfolio to include a mix of approximately 40% to 60% of first and 35% to 55% of second lien loans, including asset backed loans, unitranche loans, mezzanine loans, approximately 5% to 15% of unsecured loans and 0% to 10% of preferred equity and certain equity co-investments. Our portfolio may also include certain structured finance and other non-traditional structures. We expect to target investments of $30 million to $50 million, on average, although we may invest more or less in certain portfolio companies. We generally invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” and “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Since becoming our investment adviser, Oaktree has performed a comprehensive review of our portfolio and categorized our portfolio into core investments, non-core performing investments and underperforming investments. Certain additional information on such categorization and our portfolio composition is included in investor presentations that we file with the SEC.
Oaktree intends to rotate us out of approximately $357 million, at fair value, of investments it has identified as non-core investments. Oaktree will also seek to redeploy non-income generating investments comprised of equity investments, limited partnership interests and loans currently on non-accrual status into Oaktree-originated investments with higher yields.
Business Environment and Developments
We believe that the shift of commercial banks away from lending to middle-market companies following the 2008 financial crisis, including as a result of the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the adoption of the Basel III Accord continues to create opportunities for non-bank lenders such as us. We believe middle-market companies represent a significant opportunity for direct lending as there are nearly 200,000 middle-market businesses, representing one-third of private sector gross domestic product and accounting for approximately 48 million jobs according to the National Center for the Middle Market. In addition, since 2012, lending to middle-market companies has averaged over $170 billion annually according to Thomson Reuters.
We believe that quantitative easing and other similar monetary policies implemented by central banks worldwide in reaction to the 2008 financial crisis have created significant inflows of capital, including from private equity sponsors, focused on yield-driven products such as sub-investment grade debt. While we believe that private equity sponsors continue to have a large pool of available capital and will continue to pursue acquisitions in the middle market, increased competition from other lenders to middle-market companies together with increased capital focused on the sector have led to spread compression across the middle market, resulting in spreads near historically low levels.
We believe that the fundamentals of middle-market companies remain strong, which drove the highest lending level in three years. In this environment, we believe attractive risk-adjusted returns can be achieved by investing in companies that cannot efficiently access traditional debt capital markets. We believe that the Company has the resources and experience to source, diligence and structure investments in these companies and is well placed to generate attractive returns for investors.

New Investment Advisory Agreement with Oaktree
Upon the closing of the transactions, or the Transaction, contemplated by the Asset Purchase Agreement by and among Oaktree, Fifth Street Management LLC, or the Former Adviser, and, for certain limited purposes, Fifth Street Asset Management Inc., or FSAM, the indirect, partial owner of our Former Adviser, and Fifth Street Holdings L.P., the direct, partial owner of our Former Adviser, on October 17, 2017, Oaktree became the investment adviser to each of Oaktree Strategic Income Corporation, or OCSI, and us, and Oaktree paid gross cash consideration of $320 million to our Former Adviser. The closing of the Transaction resulted in an assignment for purposes of the 1940 Act of our investment advisory agreement with the Former Adviser, or the Former Investment Advisory Agreement, and, as a result, its immediate termination. See “Note 11. Related Party Transactions-New Investment Advisory Agreement” and “-Administrative Services” in the notes to the accompanying Consolidated Financial Statements.
In order to ensure that the Transaction complied with Section 15(f) of the 1940 Act, Oaktree and our Former Adviser agreed to certain conditions. First, for a period of three years after the closing of the Transaction, at least 75% of the members of our Board of

76



Directors must not be interested persons of Oaktree or our Former Adviser. Second, an “unfair burden” must not be imposed on us as a result of the closing of the Transaction or any express or implied terms, conditions or understandings applicable thereto during the two-year period after the closing of the Transaction. In addition, for the two-year period commencing on October 17, 2017, Oaktree agreed to waive, to the extent necessary, any management or incentive fees payable under the New Investment Advisory Agreement that exceed what would have been paid to the Former Adviser in the aggregate under the Former Investment Advisory Agreement.
Critical Accounting Policies

Basis of Presentation
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the Consolidated Financial Statements have been made. All intercompany balances and transactions have been eliminated. We are an investment company following the accounting and reporting guidance in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 946, Financial Services-Investment Companies , or ASC 946.
Investment Valuation
We report our investments for which current market values are not readily available at fair value. We value our investments in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures , or ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using “bid” and “ask” prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.
Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, Oaktree obtains and analyzes readily available market quotations provided by independent pricing services for all of our first lien and second lien, or senior secured, debt investments for which quotations are available. In determining the fair value of a particular investment, pricing services use observable market information, including both binding and non-binding indicative quotations.
Oaktree evaluates the quotations provided by independent pricing services and company specific data that could affect the credit quality and/or fair value of the investment. Investments for which market quotations are readily available may be valued at such market quotations. In order to validate market quotations, Oaktree looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Oaktree does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller. In these instances, we value such investments by using the valuation procedure that we use with respect to assets for which market quotations are not readily available (as discussed below).

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If the quotation provided by the pricing service is based on only one or two market sources, we perform additional procedures to corroborate such information, which may include the market yield technique discussed below and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company.
We perform detailed valuations of our debt and equity investments for which market quotations are not readily available or are deemed not to represent fair value of the investments. We typically use three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value, or EV, of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that we are deemed to control under the 1940 Act. To estimate the EV of a portfolio company, Oaktree analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company, and competitive dynamics in the company’s industry. Oaktree also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase price multiples as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company’s assets and (vii) offers from third parties to buy the portfolio company. We may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and we consider the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, we depend on primary market data, including newly funded transactions and industry-specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
In accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946 may be valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels.
We estimate the fair value of privately held warrants using a Black Scholes pricing model, which includes an analysis of various factors and subjective assumptions, including the current stock price (by using an EV analysis as described above), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk-free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.
Our Board of Directors undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments:
The quarterly valuation process begins with each portfolio company or investment being initially valued by Oaktree’s valuation team in conjunction with Oaktree’s portfolio management team and investment professionals responsible for each portfolio investment;
Preliminary valuations are then reviewed and discussed with management of Oaktree;
Separately, independent valuation firms engaged by our Board of Directors prepare valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us and provide such reports to Oaktree and the Audit Committee of our Board of Directors;
Oaktree compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;
The Audit Committee reviews the preliminary valuations with Oaktree, and Oaktree responds and supplements the preliminary valuations to reflect any discussions between Oaktree and the Audit Committee;
The Audit Committee makes a recommendation to our full Board of Directors regarding the fair value of the investments in our portfolio; and
Our Board of Directors discusses valuations and determines the fair value of each investment in our portfolio.
The fair value of our investments as of June 30, 2018 and September 30, 2017 was determined in good faith by our Board of Directors. Our Board of Directors has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily

78



available but deemed not reflective of the fair value of the investment each quarter, and the Board of Directors may reasonably rely on that assistance. As of June 30, 2018 , 89.4% of our portfolio at fair value was valued either based on market quotations, the transactions precedent approach or by independent valuation firms. However, our Board of Directors is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to our valuation policy and a consistently applied valuation process.
As of June 30, 2018 and September 30, 2017 , approximately 93.1% and 95.4%, respectively, of our total assets represented investments at fair value.
Revenue Recognition
Interest and Dividend Income
Interest income, adjusted for accretion of original issue discount, or OID, is recorded on the accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of June 30, 2018 , there were eight investments on which we had stopped accruing cash and/or payment in kind, or PIK, interest or OID income.
In connection with our investment in a portfolio company, we sometimes receive nominal cost equity that is valued as part of the negotiation process with the portfolio company. When we receive nominal cost equity, we allocate our cost basis in the investment between debt securities and the nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.
We generally recognize dividend income on the ex-dividend date. Distributions received from equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from such equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
Fee Income
We receive a variety of fees in the ordinary course of business, including servicing, advisory, amendment, structuring and prepayment fees, which are classified as fee income and recognized as they are earned.
PIK Interest
Our investments in debt securities may contain PIK interest provisions. PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; our assessment of the portfolio company's business development success; information obtained by us in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Based on this and other information, we determine whether to cease accruing PIK interest on a loan or debt security when it is determined that PIK interest is no longer collectible. Our determination to cease accruing PIK interest on a loan or debt security is generally made well before our full write-down of such loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of our loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost bases of these investments in our Consolidated Financial Statements and, as a result, increases the cost bases of these investments for purposes of computing the capital gains incentive fee payable by us to Oaktree.
To maintain our status as a RIC, certain income from PIK interest may be required to be distributed to our stockholders as distributions, even though we have not yet collected the cash and may never do so. Accumulated PIK interest was $73.4 million , or 4.8%, of the fair value of our portfolio of investments as of June 30, 2018 and $69.4 million, or 4.5%, of fair value of our portfolio investments as of September 30, 2017 . The net increases in loan balances as a result of contractual PIK arrangements are separately identified in our Consolidated Statements of Cash Flows.

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Portfolio Composition
Our investments principally consist of loans, purchased equity investments and equity grants in privately-held companies and Senior Loan Fund JV I LLC, or, together with its consolidated subsidiaries, SLF JV I. Our loans are typically secured by a first, second or subordinated lien on the assets of the portfolio company and generally have terms of up to ten years (but an expected average life of between three and four years). We believe the environment for direct lending remains active, and, as a result, a number of our portfolio companies were able to refinance and repay their loans during the nine months ended June 30, 2018 .
During the nine months ended June 30, 2018 , we originated $786.0 million of investment commitments in 46 new and six existing portfolio companies and funded $817.0 million of investments.
During the nine months ended June 30, 2018 , we received $807.4 million of proceeds from prepayments, exits, other paydowns and sales and exited 62 portfolio companies.
A summary of the composition of our investment portfolio at cost and fair value as a percentage of total investments is shown in the following tables:
June 30, 2018
September 30, 2017
Cost:
Senior secured debt
74.57
%
74.73
%
Subordinated debt
11.49

6.42

Debt investments in SLF JV I
7.72

7.32

LLC equity interests of SLF JV I
0.96

0.92

Purchased equity
4.38

6.40

Equity grants
0.24

2.78

Limited partnership interests
0.64

1.43

Total
100.00
%
100.00
%
June 30, 2018
September 30, 2017
Fair value:
Senior secured debt
76.00
%
78.01
%
Subordinated debt
10.87

6.06

Debt investments in SLF JV I
8.55

8.35

LLC equity interests of SLF JV I
0.13

0.36

Purchased equity
3.40

5.10

Equity grants
0.42

0.45

Limited partnership interests
0.63

1.67

Total
100.00
%
100.00
%

80



The industry composition of our portfolio at cost and fair value as a percentage of total investments was as follows:
June 30, 2018
September 30, 2017
Cost:
Multi-sector holdings (1)
9.60
%
9.87
%
Healthcare services
7.15

11.98

Internet software & services
6.00

15.37

Data processing & outsourced services
5.95

4.42

Property & casualty insurance
3.94


Environmental & facilities services
3.68

2.84

Movies & entertainment
3.65


Oil & gas equipment services
3.39

1.57

Specialized finance
3.09

0.18

Airlines
2.97

3.28

Healthcare equipment
2.91

5.67

Specialty stores
2.72

3.33

Electrical components & equipment
2.71


Advertising
2.63

4.82

Integrated telecommunication services
2.42

1.75

Aerospace & defense
2.34


Auto parts & equipment
2.29

1.21

Pharmaceuticals
2.12

3.46

Oil & gas exploration & production
2.06


Research & consulting services
2.05

2.16

Technology distributors
2.04


Air freight and logistics
1.93

1.85

Construction & engineering
1.81

3.86

Housewares & specialties
1.77

1.70

Diversified support services
1.50

1.29

Consumer electronics
1.39

1.32

General merchandise stores
1.36


Oil & gas refining & marketing
1.35


Healthcare distributors
1.17


Personal products
1.16


Apparel, accessories & luxury goods
1.08

0.29

Education services
0.98

2.85

Investment banking & brokerage
0.91


Healthcare technology
0.85


Security & alarm services
0.78

0.75

Industrial machinery
0.71

0.86

Commodity chemicals
0.65


Broadcasting
0.59


Household products
0.47


Household appliances
0.47


Precious metals & minerals
0.44

0.42

Trucking
0.42

0.40

Human resources & employment services
0.41


Commercial printing
0.35

0.34

Thrift & mortgage finance
0.34

0.41

Leisure facilities
0.32

1.76

Restaurants
0.29

0.28

Application software
0.29

2.93

Food retail
0.25

0.24

IT consulting & other services
0.24

0.23

Other diversified financial services
0.01

0.69

Distributors

0.85

Casinos & gaming

1.33

Home improvement retail

1.31

Real estate services

0.74

Hypermarkets & super centers

0.68

Computer & electronics retail

0.36

Multi-utilities

0.35

Total
100.00
%
100.00
%

81



June 30, 2018
September 30, 2017
Fair value:
Multi-sector holdings (1)
9.69
%
10.67
%
Internet software & services
6.40

17.20

Data processing & outsourced services
5.67

4.43

Healthcare services
4.76

6.09

Property & casualty insurance
4.42


Environmental & facilities services
4.11

3.29

Movies & entertainment
4.06


Oil & gas equipment services
4.00

1.84

Airlines
3.58

3.86

Specialized finance
3.43

0.21

Electrical components & equipment
3.08


Specialty stores
2.95

3.69

Aerospace & defense
2.62


Auto parts & equipment
2.58

1.41

Pharmaceuticals
2.51

4.07

Research & consulting services
2.39

2.50

Oil & gas exploration & production
2.31


Integrated telecommunication services
2.30

2.03

Advertising
2.27

5.43

Technology distributors
2.26


Construction & engineering
2.07

3.26

Housewares & specialties
1.95

1.93

Diversified support services
1.64

1.46

Consumer electronics
1.61

1.56

Oil & gas refining & marketing
1.50


General merchandise stores
1.49


Personal products
1.30


Healthcare distributors
1.27


Investment banking & brokerage
1.01


Healthcare technology
0.96


Apparel, accessories & luxury goods
0.85

0.08

Security & alarm services
0.85

0.85

Industrial machinery
0.76

0.97

Commodity chemicals
0.72


Broadcasting
0.66


Healthcare equipment
0.62

4.73

Leisure facilities
0.54

2.11

Household appliances
0.53


Household products
0.52


Precious metals & minerals
0.50

0.48

Application software
0.47

3.50

Trucking
0.46

0.46

Human resources & employment services
0.46


Commercial printing
0.39

0.39

Thrift & mortgage finance
0.33

0.40

Restaurants
0.32

0.32

Food retail
0.28

0.28

Leisure products
0.26

0.38

IT consulting & other services
0.25

0.25

Education services
0.04

2.48

Air freight and logistics

0.12

Home improvement retail

1.61

Casinos & gaming

1.52

Distributors

0.96

Real estate services

0.84

Other diversified financial services

0.76

Hypermarkets & super centers

0.75

Computer & electronics retail

0.42

Multi-utilities

0.41

Total
100.00
%
100.00
%


82



___________________
(1)
This industry includes our investment in SLF JV I.
Loans and Debt Securities on Non-Accrual Status
As of each of June 30, 2018 and September 30, 2017, there were eight investments on which we had stopped accruing cash and/or PIK interest or OID income.
The percentages of our debt investments at cost and fair value by accrual status as of June 30, 2018 and September 30, 2017 were as follows:
June 30, 2018
September 30, 2017
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Accrual
$
1,371,573

86.86
%
$
1,383,615

95.37
%
$
1,344,535

86.46
%
$
1,357,794

95.29
%
PIK non-accrual (1)
12,661

0.80



10,227

0.66

379

0.03

Cash non-accrual (2)
194,840

12.34

67,131

4.63

200,210

12.88

66,636

4.68

Total
$
1,579,074

100.00
%
$
1,450,746

100.00
%
$
1,554,972

100.00
%
$
1,424,809

100.00
%
___________________
(1)
PIK non-accrual status is inclusive of other non-cash income, where applicable.
(2)
Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.


Senior Loan Fund JV I, LLC
In May 2014, we entered into a limited liability company, or LLC, agreement with Trinity Universal Insurance Company, a subsidiary of Kemper Corporation, or Kemper, to form SLF JV I. On July 1, 2014, SLF JV I began investing in senior secured loans of middle-market companies and other corporate debt securities. We co-invest in these securities with Kemper through our investment in SLF JV I. SLF JV I is managed by a four person board of directors, two of whom are selected by us and two of whom are selected by Kemper. All portfolio decisions and investment decisions in respect of SLF JV I must be approved by the SLF JV I investment committee, which consists of one representative selected by us and one representative selected by Kemper (with approval from a representative of each required). SLF JV I is capitalized pro rata with LLC equity interests as transactions are completed and may be capitalized with additional Class A mezzanine senior secured deferrable floating rate notes and Class B mezzanine senior secured deferrable fixed rate notes, or, collectively, the mezzanine notes, issued to us and Kemper by SLF Repack Issuer 2016 LLC, a wholly-owned subsidiary of SLF JV I. The mezzanine notes mature on October 12, 2036. As of June 30, 2018 and September 30, 2017 , we and Kemper owned, in the aggregate, 87.5% and 12.5% , respectively, of the LLC equity interests of SLF JV I and the outstanding mezzanine notes.
SLF JV I's portfolio consisted of middle-market and other corporate debt securities of 44 and 32 "eligible portfolio companies" (as defined in the Section 2(a)(46) of the 1940 Act) as of June 30, 2018 and September 30, 2017 , respectively. The portfolio companies in SLF JV I are in industries similar to those in which we may invest directly.
SLF JV I has a senior revolving credit facility with Deutsche Bank AG, New York Branch, or, as amended, the Deutsche Bank I Facility, which permitted up to $200.0 million of borrowings as of each of June 30, 2018 and September 30, 2017. Borrowings under the Deutsche Bank I Facility are secured by all of the assets of the special purpose financing subsidiary of SLF JV I. On June 28, 2018, SLF JV I amended the Deutsche Bank I Facility, which extended the expiration of the reinvestment period from July 7, 2018 to June 28, 2021 and the maturity date from July 7, 2023 to June 28, 2026 and decreased the interest rate from the 3-month London Interbank Offered Rate, or LIBOR, plus 2.25% per annum during the reinvestment period and the 3-month LIBOR plus 2.40% per annum during the amortization period to the 3-month LIBOR plus 1.85% per annum during the reinvestment period and 3-month LIBOR plus 2.00% per annum during the amortization period. There was $164.6 million and $71.5 million outstanding under the Deutsche Bank I Facility as of June 30, 2018 and September 30, 2017 , respectively.
Prior to December 21, 2017, SLF JV I also had an additional $200.0 million senior credit facility with Deutsche Bank AG, New York Branch, or the Deutsche Bank II Facility. Effective December 21, 2017, SLF JV I merged its financing subsidiaries and, in connection with such merger, terminated the Deutsche Bank II Facility. As of September 30, 2017 , there were $41.6 million of borrowings outstanding under the Deutsche Bank II Facility.
As of June 30, 2018 and September 30, 2017 , SLF JV I had total assets of $357.2 million and $276.8 million , respectively. As of June 30, 2018 , our investment in SLF JV I consisted of LLC equity interests of $1.9 million , at fair value, and Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes of $100.4 million and $29.5 million , at fair value, respectively. As of September 30, 2017 , our investment in SLF JV I consisted of LLC equity interests of $5.5 million , at fair value, and

83



Class A mezzanine secured deferrable floating rate notes and Class B mezzanine secured deferrable fixed rate notes of $101.0 million and $27.6 million, at fair value, respectively. In connection with the restructuring of our and Kemper’s investment in SLF JV I in December 2016, we and Kemper exchanged our holdings of subordinated notes of SLF JV I for the mezzanine notes issued by SLF Repack Issuer 2016 LLC, a newly formed, wholly-owned, special purpose issuer subsidiary of SLF JV I, which are secured by SLF JV I’s LLC equity interests in the special purpose entities serving as borrowers under the Deutsche Bank I Facility and, prior to its termination, the Deutsche Bank II Facility. The mezzanine notes are senior in right of payment to the SLF JV I LLC equity interests and any contributions we make to fund investments of SLF JV I through SLF Repack Issuer 2016 LLC.
As of each of June 30, 2018 and September 30, 2017 , we and Kemper had funded approximately $165.5 million to SLF JV I, of which $144.8 million was from us. As of June 30, 2018 , we and Kemper had the option to fund additional mezzanine notes, subject to additional equity funding to SLF JV I. As of each of June 30, 2018 and September 30, 2017 , we had commitments to fund LLC equity interests in SLF JV I of $17.5 million , of which $1.3 million was unfunded.
Below is a summary of SLF JV I's portfolio, followed by a listing of the individual loans in SLF JV I's portfolio as of June 30, 2018 and September 30, 2017 :

June 30, 2018
September 30, 2017
Senior secured loans (1)
$333,447
$245,063
Weighted average interest rate on senior secured loans (2)
6.92%
7.70%
Number of borrowers in SLF JV I
44
32
Largest exposure to a single borrower (1)
$17,758
$18,374
Total of five largest loan exposures to borrowers (1)
$69,929
$82,728
__________________
(1) At principal amount.
(2) Computed using the annual interest rate on accruing senior secured loans.

84




SLF JV I Portfolio as of June 30, 2018
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Accudyne Industries, LLC
Industrial machinery
First Lien
8/18/2024
LIBOR+3.25% (1% floor)
5.34
%
$
9,550

$
9,550

$
9,542

AdVenture Interactive, Corp. (3)
Advertising
927 Common Stock Shares



1,390

670

AI Ladder Luxembourg Subco Sarl (3)
Electrical components & equipment
First Lien B
5/4/2025
LIBOR+4.5%
6.82
%
11,300

10,961

11,281

Air Newco LP
IT consulting & other services
First Lien B
5/31/2024
LIBOR+4.75%
6.78
%
10,000

9,975

10,075

AL Midcoast Holdings LLC
Oil & gas storage & transportation
First Lien B
6/28/2025
LIBOR+5.5%
7.84
%
10,000

9,900

10,000

Allied Universal Holdco LLC (3)
Security & alarm services
First Lien
7/28/2022
LIBOR+3.75% (1% floor)
5.84
%
6,929

6,977

6,839

Alvogen Pharma US, Inc.
Pharmaceuticals
First Lien B
4/1/2022
LIBOR+4.75% (1% floor)
6.84
%
10,000

10,000

10,037

Asset International, Inc.
Research & Consulting Services
First Lien
12/29/2024
LIBOR+4.5% (1% floor)
6.83
%
6,965

6,836

6,934

Blackhawk Network Holdings, Inc.
Data processing & outsourced services
First Lien
5/22/2025
LIBOR+3%
5.07
%
10,000

9,975

9,985

Brazos Delaware II, LLC
Oil & gas equipment & services
First Lien B
5/21/2025
LIBOR+4%
6.09
%
7,500

7,463

7,519

BJ's Wholesale Club, Inc.
Hypermarkets & super centers
First Lien
1/26/2024
LIBOR+3.5% (1% floor)
5.53
%
4,909

4,914

4,914

Chloe Ox Parent LLC
Healthcare services
First Lien
12/14/2024
LIBOR+5% (1% floor)
6.83
%
9,975

9,881

10,000

Clearent Newco, LLC
Application software
First Lien
3/20/2024
LIBOR+4% (1% floor)
6.32
%
6,912

6,813

6,813

Delayed Draw
3/20/2024
PRIME+4% (1% floor)
8.25
%

(29
)
(28
)
First Lien Revolver
3/20/2023
PRIME+4% (1% floor)
7.75
%
559

545

544

Total Clearent Newco, LLC
7,471

7,329

7,329

Compuware Corporation
Internet software & services
First Lien B3
12/15/2021
LIBOR+3.5% (1% floor)
5.59
%
10,692

10,602

10,729

DFT Intermediate LLC
Specialized finance
First Lien
3/1/2023
LIBOR+5.5% (1% floor)
7.83
%
10,616

10,404

10,616

Dodge Data & Analytics LLC (3)
Data processing & outsourced services
First Lien
10/31/2019
LIBOR+8.75% (1% floor)
11.06
%
8,919

8,939

8,872

DTZ U.S. Borrower, LLC
Real estate services
First Lien
11/4/2021
LIBOR+3.25% (1% floor)
5.61
%
6,911

6,938

6,912

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.25% (0.75% floor)
10.24
%
17,758

17,625

17,936

Eton (3)
Research & consulting services
Second Lien
3/16/2026
LIBOR+7.50%
9.48
%
6,000

5,970

6,037

Everi Payments Inc.
Casinos & gaming
First Lien
5/9/2024
LIBOR+3.5% (1% floor)
5.09
%
4,950

4,927

4,955

Falmouth Group Holdings Corp.
Specialty chemicals
First Lien
12/13/2021
LIBOR+6.75% (1% floor)
8.92
%
4,528

4,497

4,531

Garretson Resolution Group, Inc. (5)
Diversified support services
First Lien
5/22/2021
LIBOR+6.5% (1% floor)


5,797

5,772

5,096

Gigamon Inc.
Systems software
First Lien
12/18/2024
LIBOR+4.5% (1% floor)
6.83
%
7,960

7,886

8,030

IBC Capital Ltd.
Metal & glass containers
First Lien B
9/11/2023
LIBOR+3.75%
6.08
%
8,977

8,955

8,996

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien A
10/1/2021
LIBOR+7.25% (1.25% floor)
9.59
%
8,500

8,516

8,500

First Lien B
10/1/2021
LIBOR+7.25% (1.25% floor)
9.59
%
8,500

8,424

8,500

Total InMotion Entertainment Group, LLC
17,000

16,940

17,000


85



Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Keypath Education, Inc. (3)
Advertising
First Lien
4/3/2022
LIBOR+7% (1.00% floor)
9.33
%
$
2,040

$
2,039

$
2,040

927 shares Common Stock
1,088

815

Total Keypath Education, Inc.
2,040

3,127

2,855

McDermott Technology Americas Inc. (3)
Oil & gas equipment & services
First Lien B
4/3/2025
LIBOR+5% (1% floor)
7.09
%
9,975

9,777

10,038

Morphe LLC (3)
Personal products
First Lien
2/10/2023
LIBOR+6% (1% floor)
8.33
%
4,444

4,402

4,444

NAVEX Global, Inc.
Internet software & services
First Lien
11/19/2021
LIBOR+4.25% (1% floor)
6.34
%
5,913

5,888

5,939

New IPT, Inc. (3)
Oil & gas equipment & services
First Lien
3/17/2021
LIBOR+5% (1% floor)
7.33
%
1,794

1,794

1,794

Second Lien
9/17/2021
LIBOR+5.1% (1% floor)
7.43
%
766

765

765

21.876 Class A Common Units


1,001

Total New IPT, Inc.
2,560

2,559

3,560

Northern Star Industries Inc.
Electrical components & equipment
First Lien
3/31/2025
LIBOR+4.75% (1% floor)
7.08
%
6,982

6,949

6,991

Novetta Solutions, LLC
Internet software & services
First Lien
9/30/2022
LIBOR+5% (1% floor)
7.10
%
6,071

6,025

5,904

OCI Beaumont LLC
Commodity chemicals
First Lien
2/16/2025
LIBOR+4.25% (1% floor)
6.33
%
7,980

7,970

8,059

Refac Optical Group (3)
Specialty stores
First Lien A
9/30/2018
LIBOR+8%
10.10
%
3,086

3,081

3,086

Salient CRGT, Inc. (3)
IT consulting & other services
First Lien
2/28/2022
LIBOR+5.75% (1% floor)
7.84
%
2,330

2,295

2,365

Scientific Games International, Inc.
Casinos & gaming
First Lien B-5
8/14/2024
LIBOR+2.75% (1% floor)
4.84
%
6,598

6,567

6,563

SHO Holding I Corporation
Footwear
First Lien
11/18/2022
LIBOR+5% (1% floor)
7.36
%
8,529

8,505

7,804

TravelCLICK, Inc. (3)
Internet software & services
Second Lien
11/6/2021
LIBOR+7.75% (1% floor)
9.84
%
2,871

2,871

2,873

TV Borrower US, LLC
Integrated telecommunications services
First Lien
2/22/2024
LIBOR+4.75% (1% floor)
7.08
%
2,024

2,015

2,029

Uber Technologies Inc.
Application software
First Lien
4/4/2025
LIBOR+4% (1% floor)
6.00
%
10,000

9,951

10,048

Uniti Group LP
Specialized REITs
First Lien B
10/24/2022
LIBOR+3% (1% floor)
5.09
%
6,484

6,231

6,207

Valet Merger Sub, Inc. (3)
Environmental & facilities services
First Lien
9/24/2021
LIBOR+6.25% (1% floor)
8.34
%
12,899

12,789

12,899

Veritas US Inc.
Internet software & services
First Lien
1/27/2023
LIBOR+4.5% (1% floor)
6.71
%
6,982

6,929

6,416

Verra Mobility, Corp.
Data processing & outsourced services
First Lien B
2/28/2025
LIBOR+3.75% (1% floor)
5.84
%
10,972

10,990

11,050

$
333,447

$
333,527

$
333,965


__________________
(1) Represents the current interest rate as of June 30, 2018 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the current determination of fair value as of June 30, 2018 utilizing a similar technique as us in accordance with ASC 820. However, the determination of such fair value is not included in our Board of Directors' valuation process described elsewhere herein.
(3) This investment is held by both us and SLF JV I as of June 30, 2018 .
(4) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, we have provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement.
(5) This investment was on cash non-accrual status as of June 30, 2018 . Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.

86




SLF JV I Portfolio as of September 30, 2017
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
AdVenture Interactive, Corp. (3)
Advertising
927 Common Stock Shares
$
1,088

$
1,412

Allied Universal Holdco LLC (3)
Security & alarm services
First Lien
7/28/2022
LIBOR+3.75% (1% floor)
5.08
%
$
6,982

7,040

6,976

Ameritox Ltd. (3)(5)
Healthcare services
First Lien
4/11/2021
LIBOR+5% (1% floor) 3% PIK
6.33
%
5,759

5,638

668

301,913.06 Class B Preferred Units
302


928.96 Class A Common Units
5,474


Total Ameritox, Ltd.
5,759

11,414

668

BeyondTrust Software, Inc. (3)
Application software
First Lien
9/25/2019
LIBOR+7% (1% floor)
8.33
%
15,330

15,231

15,329

BJ's Wholesale Club, Inc. (3)
Hypermarkets & super centers
First Lien
1/26/2024
LIBOR+3.75% (1% floor)
4.99
%
4,988

4,993

4,793

Compuware Corporation
Internet software & services
First Lien B3
12/15/2021
LIBOR+4.25% (1% floor)
5.49
%
11,154

11,041

11,293

DFT Intermediate LLC (3)
Specialized finance
First Lien
3/1/2023
LIBOR+5.5% (1% floor)
6.74
%
10,723

10,474

10,652

Digital River, Inc.
Internet software & services
First Lien
2/12/2021
LIBOR+6.5% (1% floor)
7.82
%
4,524

4,541

4,546

Dodge Data & Analytics LLC (3)
Data processing & outsourced services
First Lien
10/31/2019
LIBOR+8.75% (1% floor)
10.13
%
9,339

9,372

8,744

DTZ U.S. Borrower, LLC (3)
Real estate services
First Lien
11/4/2021
LIBOR+3.25% (1% floor)
4.57
%
6,964

6,998

6,990

Edge Fitness, LLC
Leisure facilities
First Lien
12/31/2019
LIBOR+7.75% (1% floor)
9.05
%
10,600

10,602

10,600

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.75% (0.75% floor)
9.99
%
18,374

18,182

18,557

Everi Payments Inc.(3)
Casinos & gaming
First Lien
5/9/2024
LIBOR+4.5% (1% floor)
5.74
%
4,988

4,964

5,039

Falmouth Group Holdings Corp.
Specialty chemicals
First Lien
12/13/2021
LIBOR+6.75% (1% floor)
8.08
%
4,610

4,578

4,610

Garretson Resolution Group, Inc.
Diversified support services
First Lien
5/22/2021
LIBOR+6.5% (1% floor)
7.83
%
5,836

5,818

5,766

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
9.09
%
8,875

8,884

8,875

First Lien B
10/1/2018
LIBOR+7.75% (1.25% floor)
9.09
%
8,875

8,828

8,871

Total InMotion Entertainment Group, LLC
17,750

17,712

17,746

Keypath Education, Inc. (3)
Advertising
First Lien
4/3/2022
LIBOR+7% (1.00% floor)
8.33
%
2,040

2,040

2,039

927 shares Common Stock
1,391

809

2,040

3,431

2,848

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
8.83
%
18,276

18,257

18,275

Metamorph US 3, LLC (3)(5)
Internet software & services
First Lien
12/1/2020
LIBOR+5.5% (1% floor) 2% PIK
6.74
%
9,969

9,481

3,786

Motion Recruitment Partners LLC
Human resources & employment services
First Lien
2/13/2020
LIBOR+6% (1% floor)
7.24
%
4,330

4,281

4,330

NAVEX Global, Inc.
Internet software & services
First Lien
11/19/2021
LIBOR+4.75% (1% floor)
5.49
%
5,959

5,925

5,982

New IPT, Inc. (3)
Oil & gas equipment & services
First Lien
3/17/2021
LIBOR+5% (1% floor)
6.33
%
1,794

1,794

1,794

Second Lien
9/17/2021
LIBOR+5.1% (1% floor)
6.43
%
1,094

1,094

1,094

21.876 Class A Common Units

321

Total New IPT, Inc.
2,888

2,888

3,209


87



Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate(1)(4)
Cash Interest Rate
Principal
Cost
Fair Value (2)
Novetta Solutions, LLC
Internet software & services
First Lien
9/30/2022
LIBOR+5% (1% floor)
6.34
%
$
6,118

$
6,066

$
5,950

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
8.83
%
10,896

10,900

10,833

Refac Optical Group (3)
Specialty stores
First Lien A
9/30/2018
LIBOR+8%
9.23
%
4,623

4,605

4,623

Salient CRGT, Inc. (3)
IT consulting & other services
First Lien
2/28/2022
LIBOR+5.75% (1% floor)
6.99
%
2,457

2,412

2,440

Scientific Games International, Inc. (3)
Casinos & gaming
First Lien
8/14/2024
LIBOR+3.25% (1% floor)
4.58
%
6,632

6,598

6,651

SHO Holding I Corporation
Footwear
First Lien
10/27/2022
LIBOR+5% (1% floor)
6.24
%
8,594

8,566

8,487

TravelCLICK, Inc. (3)
Internet software & services
Second Lien
11/6/2021
LIBOR+7.75% (1% floor)
8.99
%
5,127

5,127

5,153

TV Borrower US, LLC
Integrated telecommunications services
First Lien
2/22/2024
LIBOR+4.75% (1% floor)
6.08
%
3,582

3,565

3,607

Valet Merger Sub, Inc. (3)
Environmental & facilities services
First Lien
9/24/2021
LIBOR+7% (1% floor)
8.24
%
12,998

12,862

12,998

Vubiquity, Inc.
Application software
First Lien
8/12/2021
LIBOR+5.5% (1% floor)
6.83
%
2,653

2,636

2,633

$
245,063

$
251,648

$
235,526


___________________
(1) Represents the current interest rate as of September 30, 2017 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the current determination of fair value as of September 30, 2017 utilizing a similar technique as us in accordance with ASC 820. However, the determination of such fair value is not included in our Board of Directors' valuation process described elsewhere herein.
(3) This investment is held by both us and SLF JV I as of September 30, 2017 .
(4) The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, we have provided the applicable margin over LIBOR based on each respective credit agreement.
(5) This investment is on cash non-accrual status as of September 30, 2017 . Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
Both the cost and fair value of the Class A mezzanine secured deferrable floating rate notes of SLF JV I held by us were $100.4 million and $101.0 million as of June 30, 2018 and September 30, 2017, respectively. We earned cash interest of $1.7 million and $5.1 million on our investments in these notes for the three and nine months ended June 30, 2018 , respectively. We earned interest of $1.7 million and $3.5 million on our investments in these notes for the three and nine months ended June 30, 2017, respectively. Both the cost and fair value of the Class B mezzanine secured deferrable fixed rate notes of SLF JV I held by us were $29.5 million and $27.6 million as of June 30, 2018 and September 30, 2017, respectively. We earned PIK interest of $1.0 million and $3.0 million on our investments in these notes for the three and nine months ended June 30, 2018 , respectively. We earned PIK interest of $1.0 million and $2.0 million on our investments in these notes for the three and nine months ended June 30, 2017, respectively. On June 28, 2018, the Class B mezzanine secured deferrable fixed rate notes of SLF JV I were amended to bear interest at a fixed cash rate of 10% per annum. Prior to such amendment, these notes bore interest at a fixed PIK rate of 15% per annum. Prior to their repayment, the subordinated notes of SLF JV I bore interest at a rate of LIBOR plus 8.0% per annum, and we earned interest income of $2.9 million on our investments in these notes for the period from September 30, 2016 through their redemption in December 2016. The cost and fair value of the LLC equity interests in SLF JV I held by us was $16.2 million and $1.9 million , respectively, as of June 30, 2018 , and $16.2 million and $5.5 million, respectively, as of September 30, 2017 . We earned dividend income of $1.6 million for the three and nine months ended June 30, 2018 , with respect to our investment in the LLC equity interests of SLF JV I. We earned dividend income of $0.4 million and $1.1 million for the three and nine months ended June 30, 2017, respectively, with respect to our investment in the LLC equity interests of SLF JV I. The LLC equity interests of SLF JV I are dividend producing to the extent SLF JV I has residual cash to be distributed on a quarterly basis.

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Below is certain summarized financial information for SLF JV I as of June 30, 2018 and September 30, 2017 and for the three and nine months ended June 30, 2018 and 2017:
June 30, 2018
September 30, 2017
Selected Balance Sheet Information:
Investments in loans at fair value (cost June 30, 2018: $333,527; cost September 30, 2017: $251,648)
$
333,965

$
235,526

Receivables from secured financing arrangements at fair value (cost June 30, 2018: $9,801; cost September 30, 2017: $9,783)
7,033

8,305

Cash and cash equivalents
4,482

24,389

Restricted cash
4,519

5,097

Other assets
7,221

3,485

Total assets
$
357,220

$
276,802

Senior credit facilities payable
$
164,610

$
113,053

Debt securities payable at fair value (proceeds June 30, 2018: $148,543; proceeds September 30, 2017: $147,052)
148,543

147,052

Other liabilities
41,858

10,383

Total liabilities
355,011

270,488

Members' equity
2,209

6,314

Total liabilities and members' equity
$
357,220

$
276,802


Three months ended June 30, 2018
Three months ended June 30, 2017
Nine months ended June 30, 2018
Nine months ended June 30, 2017
Selected Statements of Operations Information:
Interest income
$
4,888

$
5,489

$
14,545

$
17,945

Other income
10

61

59

389

Total investment income
4,898

5,550

14,604

18,334

Interest expense
5,334

5,348

15,394

16,720

Other expenses
135

84

407

579

Total expenses (1)
5,469

5,432

15,801

17,299

Net unrealized appreciation (depreciation)
14,277

(769
)
15,270

(13,816
)
Net realized gain (loss)
(16,363
)
16

(16,384
)
13,350

Net income
$
(2,657
)
$
(635
)
$
(2,311
)
$
569

__________
(1) There are no management fees or incentive fees charged at SLF JV I.

SLF JV I has elected to fair value the debt securities issued to us and Kemper under ASC Topic 825, Financial Instruments, or ASC 825. The debt securities are valued based on the total assets less the total liabilities senior to the mezzanine notes of SLF JV I in an amount not exceeding par under the enterprise value technique.
During the nine months ended June 30, 2018 and 2017, we did not sell any investments to SLF JV I.
Discussion and Analysis of Results and Operations
Results of Operations
The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income, net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest, dividends, fees, and other investment income and total expenses. Net realized gain (loss) on investments and secured borrowings is the difference between the proceeds received from dispositions of portfolio investments and secured borrowings and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment portfolio and secured borrowings during the reporting period, including the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

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Comparison of three and nine months ended June 30, 2018 and June 30, 2017
Total Investment Income
Total investment income includes interest on our investments, fee income and other investment income.
Total investment income for the three months ended June 30, 2018 and June 30, 2017 was $31.8 million and $44.9 million , respectively. For the three months ended June 30, 2018 , this amount consisted of $28.1 million of interest income from portfolio investments (which included $1.5 million of PIK interest), $2.4 million of fee income and $1.3 million of dividend income. For the three months ended June 30, 2017, this amount consisted of $41.4 million of interest income from portfolio investments (which included $2.6 million of PIK interest), $2.4 million of fee income and $1.1 million of dividend income. The decrease of $13.1 million , or 29.1%, in our total investment income for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017, was due primarily to a $13.3 million decrease in interest income, which was attributable to a decrease in the size and yield of our investment portfolio.
Total investment income for the nine months ended June 30, 2018 and June 30, 2017 was $100.5 million and $142.2 million , respectively. For the nine months ended June 30, 2018 , this amount consisted of $88.5 million of interest income from portfolio investments (which included $5.3 million of PIK interest), $7.4 million of fee income and $4.6 million of dividend income. For the nine months ended June 30, 2017, this amount consisted of $129.9 million of interest income from portfolio investments (which included $9.0 million of PIK interest), $8.8 million of fee income and $3.5 million of dividend income. The decrease of $41.7 million , or 29.3%, in our total investment income for the nine months ended June 30, 2018 , as compared to the nine months ended June 30, 2017, was due primarily to a $41.5 million decrease in interest income, which was attributable to a decrease in the size and yield of our investment portfolio, a $1.4 million decrease in fee income, which was attributable to lower prepayment and advisory fees earned, offset by a $1.2 million increase in dividend income, which was attributable to higher dividend income earned on our investment in SLF JV I and one of our portfolio companies during the nine months ended June 30, 2018 .
Expenses
Net expenses (expenses net of fee waivers and insurance recoveries) for the three months ended June 30, 2018 and June 30, 2017 were $17.4 million and $25.5 million , respectively. Net expenses decreased for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017, by $8.1 million , or 31.8% , due primarily to a $4.2 million decrease in base management fees and Part I incentive fees (net of fee waivers), which was attributable to a reduction in the size of our portfolio and lower pre-incentive fee net investment income, a $3.0 million decrease in interest expense attributable to lower levels of outstanding debt in the current quarter and a $0.9 million decrease in general and administrative expenses.
Net expenses (expenses net of fee waivers and insurance recoveries) for the nine months ended June 30, 2018 and June 30, 2017 were $57.5 million and $81.0 million , respectively. Net expenses decreased for the nine months ended June 30, 2018 , as compared to the nine months ended June 30, 2017, by $23.6 million, or 29.1% , due primarily to a $13.0 million decrease in base management fees and Part I incentive fees (net of fee waivers), which was attributable to a reduction in the size of our portfolio and lower pre-incentive fee net investment income, a $10.8 million decrease in interest expense attributable to lower levels of outstanding debt, and a $1.8 million decrease in general and administrative expenses, partially offset by a $2.4 million increase in professional fees (net of insurance recoveries).
Net Investment Income
As a result of the $13.1 million decrease in total investment income and the $8.1 million decrease in net expenses, net investment income for the three months ended June 30, 2018 decreased by $5.0 million , or 25.6% , compared to the three months ended June 30, 2017.
As a result of the $41.7 million decrease in total investment income and the $23.6 million decrease in net expenses, net investment income for the nine months ended June 30, 2018 decreased by $18.2 million , or 29.7% , compared to the nine months ended June 30, 2017.
Realized Gain (Loss) on Investments and Secured Borrowings
Realized gain (loss) is the difference between the net proceeds received from dispositions of portfolio investments and secured borrowings and their stated costs. Realized losses may also be recorded in connection with our determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.
Net realized loss on investments and secured borrowings was $89.4 million for the three months ended June 30, 2018 , which was primarily driven by realizations in connection with the exit of our investments in Traffic Solutions Holdings, Inc. and Ameritox Ltd. Net realized loss on investments and secured borrowings was $12.3 million for the three months ended June 30, 2017, which was primarily driven by a realization in connection with the exit of our investment in Eagle Hospital Physicians, LLC.

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Net realized loss on investments and secured borrowings was $84.9 million for the nine months ended June 30, 2018 , which was primarily driven by realizations in connection with the exit of our investments in Traffic Solutions Holdings, Inc. and Ameritox Ltd. Net realized loss on investments and secured borrowings was $151.3 million for the nine months ended June 30, 2017, which was driven by realizations in connection with the restructuring or exit of investments in six portfolio companies.
See “Note 9. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation on Investments and Secured Borrowings” in the Consolidated Financial Statements for more details regarding investment realization events for the three and nine months ended June 30, 2018 and June 30, 2017.
Net Unrealized Appreciation (Depreciation) on Investments and Secured Borrowings

Net unrealized appreciation or depreciation is the net change in the fair value of our investments and secured borrowings during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
During the three months ended June 30, 2018 and June 30, 2017, we recorded net unrealized appreciation (depreciation) on investments and secured borrowings of $99.3 million and $(13.1) million, respectively. For the three months ended June 30, 2018 , this consisted of $97.2 million of net reclassifications to realized losses (resulting in unrealized appreciation), $0.8 million of net unrealized appreciation on debt investments, $0.9 million of net unrealized appreciation on equity investments and $0.4 million of net unrealized depreciation on secured borrowings. For the three months ended June 30, 2017, this consisted of $4.9 million of net unrealized depreciation on debt investments and $8.6 million of net unrealized depreciation on equity investments, offset by $0.2 million of net reclassifications to realized losses (resulting in unrealized appreciation) and $0.1 million of net unrealized depreciation on secured borrowings.
During the nine months ended June 30, 2018 and June 30, 2017, the Company recorded net unrealized appreciation on investments and secured borrowings of $55.4 million and $18.6 million, respectively. For the nine months ended June 30, 2018 , this consisted of $90.3 million of net reclassifications to realized losses (resulting in unrealized appreciation) and $2.4 million of net unrealized depreciation on secured borrowings, offset by $33.1 million of net unrealized depreciation on debt investments and $4.2 million of net unrealized depreciation on equity investments. For the nine months ended June 30, 2017, this consisted of $136.6 million of net reclassifications to realized losses (resulting in unrealized appreciation), offset by $86.2 million of net unrealized depreciation on debt investments, $31.5 million of net unrealized depreciation on equity investments and $0.3 million of net unrealized appreciation on secured borrowings.
See “Note 9. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation on Investments and Secured Borrowings” in the Consolidated Financial Statements for more details regarding unrealized appreciation (depreciation) on investments and secured borrowings for the three and nine months ended June 30, 2018 and June 30, 2017.

Financial Condition, Liquidity and Capital Resources
We have a number of alternatives available to fund our investment portfolio and our operations, including raising equity, increasing or refinancing debt and funding from operational cash flow. We generally expect to fund the growth of our investment portfolio through (i) equity offerings in public or private offerings, which offerings will depend on future market conditions, funding needs and other factors, and (ii) debt capital (to the extent permissible under the 1940 Act).  We cannot assure you, however, that our efforts to do so will be successful. For example, our common stock has generally traded at prices below net asset value for the past several years, and we are currently limited in our ability to raise additional equity at prices below the then-current net asset value per shares. Additionally, to generate liquidity we may reduce investment size by syndicating a portion of any given transaction. We intend to continue to generate cash primarily from cash flows from operations, including interest earned and future borrowings. We intend to fund our future distribution obligations through operating cash flow or with funds obtained through future equity and debt offerings or credit facilities, as we deem appropriate. In the future, we may also securitize a portion of our investments. To securitize investments, we would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non-recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary.
Our primary uses of funds are investments in our targeted asset classes and cash distributions to holders of our common stock. We may from time to time repurchase or redeem some or all of our outstanding notes in open-market transactions, privately negotiated transactions or otherwise. We generally expect to target a debt to equity ratio of 0.70x to 0.85x (i.e., one dollar of equity for each $0.70 to $0.85 of debt outstanding). On March 23, 2018, the Small Business Credit Availability Act, or the SBCAA, was enacted into law. The SBCAA, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals.  Our board of directors has not taken any action to reduce the asset coverage requirements applicable to us.

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For the nine months ended June 30, 2018 , we experienced a net increase in cash and cash equivalents of $3.6 million . During that period, we received $119.8 million of net cash from operating activities, primarily from $836.3 million of principal payments, PIK payments and sale proceeds received and the cash activities related to $43.0 million of net investment income, partially offset by funding $836.9 million of investments and net revolvers. During the same period, net cash used by financing activities was $116.2 million , primarily consisting of $45.0 million of net repayments under our credit facilities, $21.2 million of repurchases of unsecured notes, $0.9 million of repayments of secured borrowings, $41.8 million of cash distributions paid to our stockholders, $6.2 million of payments of deferred financing costs and $1.2 million of repurchases of common stock under our dividend reinvestment plan, or DRIP.
For the nine months ended June 30, 2017, we experienced a net increase in cash and cash equivalents of $25.7 million. During that period, we received $327.1 million of net cash from operating activities, primarily from $662.1 million of principal payments, PIK payments and sale proceeds received and the cash activities related to $61.2 million of net investment income, partially offset by funding $400.3 million of investments and net revolvers. During the same period, net cash used by financing activities was $301.4 million, primarily consisting of $170.8 million of net repayments under our credit facilities, $65.3 million o f repayments of borrowings under our U.S. Small Business Administration, or SBA, debentures payable, $45.6 million of cash distributions paid to our stockholders, $14.8 million of repurchases of common stock under our stock repurchase program and DRIP and $5.1 million of repayments of secured borrowings.
As of June 30, 2018 , we had $57.1 million in cash and cash equivalents (including $0.5 million of restricted cash), portfolio investments (at fair value) of $1.5 billion , $8.1 million of interest, dividends and fees receivable, $144.4 million of net payables from unsettled transactions, $211.0 million of borrowings outstanding under our credit facilities, $386.1 million of unsecured notes payable (net of unamortized financing costs), $10.0 million of secured borrowings (at fair value) and unfunded commitments of $63.7 million .
As of September 30, 2017 , we had $59.9 million in cash and cash equivalents (including $6.9 million of restricted cash), portfolio investments (at fair value) of $1.5 billion, $6.9 million of interest, dividends and fees receivable, $58.7 million of net payables from unsettled transactions, $256.0 million of borrowings outstanding under our credit facilities, $406.1 million of unsecured notes payable (net of unamortized financing costs), $13.3 million of secured borrowings (at fair value) and unfunded commitments of $118.1 million. As of September 30, 2017, included in restricted cash was $6.8 million that was held at U.S. Bank, National Association in connection with our credit facility with Sumitomo Mitsui Banking Corporation, or SMBC.
Significant Capital Transactions
The following table reflects the distributions per share that our Board of Directors has paid, including shares issued under our DRIP, on our common stock since October 1, 2016:
Date Declared
Record Date
Payment Date
Amount
per Share
Cash
Distribution
DRIP Shares
Issued (1)
DRIP Shares
Value
August 3, 2016
October 14, 2016
October 31, 2016
$
0.06

$ 8.2 million
81,391

$ 0.4 million
August 3, 2016
November 15, 2016
November 30, 2016
0.06

8.2 million
80,962

0.4 million
October 18, 2016
December 15, 2016
December 30, 2016
0.06

7.7 million
70,316

0.4 million
October 18, 2016
January 13, 2017
January 31, 2017
0.06

8.0 million
73,940

0.4 million
October 18, 2016
February 15, 2017
February 28, 2017
0.06

8.0 million
86,120

0.4 million
February 6, 2017
March 15, 2017
March 31, 2017
0.02

2.7 million
27,891

0.1 million
February 6, 2017
June 15, 2017
June 30, 2017
0.02

2.7 million
20,502

0.1 million
February 6, 2017
September 15, 2017
September 29, 2017
0.125

17.0 million
118,992

0.7 million
August 7, 2017
December 15, 2017
December 29, 2017
0.125

17.3 million
58,456

0.3 million
February 5, 2018
March 15, 2018
March 30, 2018
0.085

11.5 million
122,884

0.5 million
May 3, 2018
June 15, 2018
June 29, 2018
0.095

13.0 million
87,283

0.4 million
______________
(1)
Shares were purchased on the open market and distributed.
On November 28, 2016, our Board of Directors approved a common stock repurchase program authorizing us to repurchase up to $12.5 million in the aggregate of our outstanding common stock through November 28, 2017. Common stock repurchases under the program were made in the open market. During the nine months ended June 30, 2017, we repurchased 2,298,247 shares of
our common stock for $12.5 million, including commissions, under the common stock repurchase program, and the authorization was fully utilized.

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Indebtedness
See “Note 6. Borrowings” in the Consolidated Financial Statements for more details regarding our indebtedness and secured borrowings.
Excluded Subsidiaries
As of September 30, 2017, Fifth Street Mezzanine Partners IV, L.P., or FSMP IV, and Fifth Street Mezzanine Partners V, L.P., or FSMP V, had no SBA guaranteed debentures outstanding. On January 17, 2018, the SBA approved FSMP IV's and FSMP V's requests to surrender their respective licenses to operate as a small business investment company, and the licenses were surrendered in January 2018.
For the three and nine months ended June 30, 2017, we recorded aggregate interest expense of $1.4 million and $6.3 million,
respectively, related to the SBA-guaranteed debentures of both FSMP IV and FSMP V.
ING Facility
On November 30, 2017, the Company entered into a senior secured revolving credit facility, or, as amended, the ING Facility, pursuant to a Senior Secured Revolving Credit Agreement, or, as amended, the ING Credit Agreement, with the lenders party thereto, ING Capital LLC, as administrative agent, ING Capital LLC, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents. As of June 30, 2018 , the ING Facility permits up to $600 million of borrowings and includes an “accordion” feature that permits us, under certain circumstances, to increase the size of the ING Facility up to $800 million. Borrowings under the ING Credit Agreement bear interest at a rate equal to, at our election, either (a) LIBOR (1-, 2-, 3- or 6-month, at our option) plus a margin of 2.25%, 2.50% or 2.75% per annum depending on our senior debt coverage ratio as calculated under the ING Credit Agreement, with no LIBOR floor or (b) an alternate base rate plus a margin of 1.25%, 1.50% or 1.75% per annum depending on the Company’s senior debt coverage ratio as calculated under the ING Credit Agreement. The period during which we may make drawings under the ING Facility expires on November 29, 2020, or the Revolving Termination Date, and the final maturity date of the ING Facility will occur one year following the Revolving Termination Date.
Each loan or letter of credit originated under the ING Facility is subject to the satisfaction of certain conditions. We cannot be assured that we will be able to borrow funds under the ING Facility at any particular time or at all.
The following table describes significant financial covenants, as of June 30, 2018 , with which we must comply under the ING Facility on a quarterly basis:
Financial Covenant
Description
Target Value
March 31, 2018 Reported Value (1)
Minimum shareholders' equity
Net assets shall not be less than the greater of (a) 40% of total assets and (b) $700 million plus 50% of the aggregate net proceeds of all sales of equity interests after November 30, 2017
$700 million
$827 million
Asset coverage ratio
Asset coverage ratio shall not be less than 2.00:1
2.00:1
2.42:1
Interest coverage ratio
Interest coverage ratio shall not be less than 2.00:1
2.00:1
2.45:1
Minimum net worth
Net worth shall not be less than $650 million
$650 million
$824 million
___________
(1) As contractually required, we report financial covenants based on the last filed quarterly or annual report, in this case our Quarterly Report on Form 10-Q for the three months ended March 31, 2018. We were in compliance with all financial covenants under the ING Facility based on the financial information contained in this Quarterly Report Form 10-Q as of and for the three months ended June 30, 2018.
From May 27, 2010 through November 30, 2017, we were party to a secured syndicated revolving credit facility with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent, or, as amended, the Prior ING Facility. In connection with the entry into the ING Credit Agreement, we repaid all outstanding borrowings under the Prior ING Facility following which the Prior ING Facility was terminated. Obligations under the Prior ING Facility would have otherwise matured on August 6, 2018. As of June 30, 2018 , we had $211.0 million of borrowings outstanding under the ING Facility, which had a fair value of $211.0 million . Our borrowings under the ING Facility bore interest at a weighted average interest rate of 4.053% for the period from November 30, 2017 to June 30, 2018. As of September 30, 2017, we had $226.5 million of borrowings outstanding under the Prior ING Facility. Our borrowings under the Prior ING Facility bore interest at a weighted average interest rate of 3.705% and 3.093% for the period from October 1, 2017 to November 30, 2017 and the nine months ended June 30, 2017, respectively.
For the three months ended June 30, 2018 , we recorded interest expense of $2.7 million related to the ING Facility. For the nine months ended June 30, 2018 , we recorded interest expense of $7.9 million , in the aggregate, related to the Prior ING Facility and the ING

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Facility. For the three and nine months ended June 30, 2017, we recorded interest expense of $3.1 million and $10.5 million, respectively, related to the Prior ING Facility.
Sumitomo Facility
On September 16, 2011, a consolidated wholly-owned bankruptcy remote, special purpose subsidiary entered into a credit facility, or, as amended, the Sumitomo Facility, with SMBC, an affiliate of Sumitomo Mitsui Financial Group, Inc., as administrative agent, and each of the lenders from time to time party thereto. Prior to November 24, 2017, the Sumitomo Facility permitted up to $125 million of borrowings (subject to collateral requirements) and borrowings under the Sumitomo Facility bore interest at a rate of either (i) LIBOR (1-month) plus 2.00% per annum, with no LIBOR floor, if the borrowings under the Sumitomo Facility were greater than 35% of the aggregate available borrowings under the Sumitomo Facility or (ii) LIBOR (1-month) plus 2.25% per annum, if the borrowings under the Sumitomo Facility were less than or equal to 35% of the aggregate available borrowings under the Sumitomo Facility. On November 24, 2017, all outstanding borrowings under the Sumitomo Facility were repaid, following which the Sumitomo Facility was terminated. Obligations under the Sumitomo Facility would have otherwise matured on the earlier of August 6, 2018 or the date on which the Prior ING Facility was repaid, refinanced or terminated.
Our borrowings under the Sumitomo Facility bore interest at a weighted average interest rate of 3.501% and 3.033% for the period from October 1, 2017 through termination on November 24, 2017 and the nine months ended June 30, 2017, respectively. For the nine months ended June 30, 2018 , we recorded interest expense of $0.7 million related to the Sumitomo Facility. For the three and nine months ended June 30, 2017, we recorded interest expense of $0.7 million and $1.9 million, respectively, related to the Sumitomo Facility.
2019 Notes
For each of the three and nine months ended June 30, 2018 , we recorded interest expense of $3.0 million and $9.5 million , respectively, related to our 4.875% unsecured notes due 2019, or the 2019 Notes. For the three and nine months ended June 30, 2017, we recorded interest expense of $3.3 million and $10.0 million, respectively, related to the 2019 Notes. During the nine months ended June 30, 2018 , we repurchased and subsequently canceled $21.2 million of the 2019 Notes. We recognized a loss of $0.1 million in connection with such transaction. We did not repurchase any 2019 Notes during the nine months ended June 30, 2017.
As of June 30, 2018 , there were $228.8 million of 2019 Notes outstanding, which had a carrying value and fair value of $228.1 million and $230.5 million , respectively.
2024 Notes
For each of the three and nine months ended June 30, 2018 , we recorded interest expense of $1.2 million and $3.5 million , respectively, related to our 5.875% unsecured notes due 2024, or the 2024 Notes. For the three and nine months ended June 30, 2017, we recorded interest expense of $1.2 million and $3.5 million, respectively, related to the 2024 Notes. During the nine months ended June 30, 2018 and 2017, we did not repurchase any of the 2024 Notes in the open market.
As of June 30, 2018 , there were $75.0 million of 2024 Notes outstanding, which had a carrying value and fair value of $73.7 million and $77.4 million , respectively. As of June 30, 2018 , the 2024 Notes were listed on the New York Stock Exchange under the trading symbol “OSLE” with a par value of $25.00 per note.
2028 Notes
For each of the three and nine months ended June 30, 2018 , we recorded interest expense of $1.4 million and $4.1 million , respectively, related to our 6.125% unsecured notes due 2028, or the 2028 Notes. For the three and nine months ended June 30, 2017, we recorded interest expense of $1.4 million and $4.1 million, respectively, related to the 2028 Notes. During the nine months ended June 30, 2018 and 2017, we did not repurchase any of the 2028 Notes in the open market.
As of June 30, 2018 , there were $86.3 million of 2028 Notes outstanding, which had a carrying value and fair value of $84.4 million and $85.2 million , respectively. As of June 30, 2018 , the 2028 Notes were listed on the Nasdaq Global Select Market under the trading symbol “OCSLL” with a par value of $25.00 per note.
Secured Borrowings
We follow the guidance in ASC Topic 860, Transfers and Servicing, when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a "participating interest," as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on our Consolidated Statements of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.

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As of June 30, 2018 , there were $12.6 million of secured borrowings outstanding. As of June 30, 2018 , secured borrowings at fair value totaled $10.0 million and the fair value of the loan that is associated with these secured borrowings was $34.4 million . These secured borrowings were the result of the completion of partial loan sales totaling $22.8 million of a senior secured debt investment during the fiscal year ended September 30, 2014 that did not meet the definition of a participating interest. As a result, sale treatment was not allowed and these partial loan sales were treated as secured borrowings. During the nine months ended June 30, 2018 , there were $0.9 million of net repayments on secured borrowings. During the nine months ended June 30, 2017, there were $5.1 million of net repayments on secured borrowings.
For the nine months ended June 30, 2018 , the secured borrowings bore interest at a weighted average interest rate of 6.44%. For the nine months ended June 30, 2017, the secured borrowings bore interest at an annual interest rate of 8.09%. For the three and nine months ended June 30, 2018 , we recorded interest expense of $0.1 million and $0.6 million , respectively, related to the secured borrowings. For the three and nine months ended June 30, 2017, we recorded interest expense of $0.3 million and $0.9 million, respectively, related to the secured borrowings.
Off-Balance Sheet Arrangements
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of June 30, 2018 , our only off-balance sheet arrangements consisted of $63.7 million of unfunded commitments, which was comprised of $57.6 million to provide debt financing to certain of our portfolio companies, $1.3 million to provide equity financing to SLF JV I and $4.8 million related to unfunded limited partnership interests. As of September 30, 2017 , our only off-balance sheet arrangements consisted of $118.1 million of unfunded commitments, which was comprised of $107.3 million to provide debt financing to certain of our portfolio companies, $1.3 million to provide equity financing to SLF JV I and $9.5 million related to unfunded limited partnership interests. Such commitments are subject to our portfolio companies' satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities.
A list of unfunded commitments by investment (consisting of revolvers, term loans with delayed draw components, SLF JV I subordinated notes and LLC equity interests, and limited partnership interests) as of June 30, 2018 and September 30, 2017 is shown in the table below:

95



June 30, 2018
September 30, 2017
TerSera Therapeutics, LLC
$
12,187

$

P2 Upstream Acquisition Co.
10,000

10,000

InMotion Entertainment Group, LLC
6,534

7,544

Valet Merger Sub, Inc.
5,969

9,326

EOS Fitness Opco Holdings, LLC
5,000

5,000

Pingora MSR Opportunity Fund I, LP (limited partnership interest)
4,210

2,760

Dominion Diagnostics, LLC
4,180

4,180

Keypath Education, Inc.
3,000

3,000

Datto Inc
2,356


4 Over International, LLC
2,232

2,232

New IPT, Inc.
2,229

2,229

Senior Loan Fund JV 1, LLC
1,328

1,328

TransTrade Operators, Inc. (1)(2)(3)
1,052

1,052

Access CIG LLC
765


Ministry Brands, LLC
700

1,708

GKD Index Partners LLC
578


Refac Optical Group (3)
480

2,080

Sterling Capital Partners IV, L.P. (limited partnership interest)
359

490

Cenegenics, LLC (1)(2)
297

297

ACON Equity Partners III, LP (limited partnership interest)
219

239

Lift Brands Holdings, Inc.

15,000

Edge Fitness, LLC

8,353

Impact Sales, LLC

3,234

WeddingWire, Inc.

3,000

Motion Recruitment Partners LLC

2,900

Traffic Solutions Holdings, Inc.

2,998

OmniSYS Acquisition Corporation

2,500

SPC Partners VI, L.P. (limited partnership interest)

2,000

Metamorph US 3, LLC (2)(4)

1,470

Riverside Fund V, LP (limited partnership interest)

539

Webster Capital III, L.P. (limited partnership)

736

Tailwind Capital Partners II, L.P. (limited partnership interest)

391

Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)

472

Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)

365

Riverside Fund IV, LP (limited partnership interest)

254

Bunker Hill Capital II (QP), LP (limited partnership interest)

183

SPC Partners V, L.P. (limited partnership interest)

159

Riverlake Equity Partners II, LP (limited partnership interest)

129

Milestone Partners IV, LP (limited partnership interest)

180

BeyondTrust Software, Inc.

5,995

Systems, Inc.

3,030

Thing5, LLC (1)

3,000

Edmentum, Inc. (1)(2)

2,664

Ping Identity Corporation

2,500

Sailpoint Technologies, Inc.

1,500

Garretson Firm Resolution Group, Inc. (1)

508

RCP Direct II, LP (limited partnership interest)

364

RCP Direct, LP (limited partnership interest)

184

Total
$
63,675

$
118,073

___________
(1) This investment was on cash or PIK non-accrual status as of June 30, 2018.
(2) This investment was on cash or PIK non-accrual status as of September 30, 2017.
(3) This portfolio company does not have the ability to draw on this unfunded commitment as of June 30, 2018.
(4) This investment was disposed of as of June 30, 2018.




96




Contractual Obligations
The following table reflects information pertaining to our debt outstanding under the ING Facility, the Sumitomo Facility, the 2019 Notes, the 2024 Notes, the 2028 Notes and our secured borrowings:
Debt Outstanding
as of September 30, 2017
Debt Outstanding
as of June 30, 2018
Weighted average debt
outstanding for the
nine months ended
June 30, 2018
Maximum debt
outstanding
for the nine months ended
June 30, 2018
ING Facility (1)
$
226,495

$
211,000

$
170,891

$
226,495

Sumitomo Facility
29,500


5,943

29,500

2019 Notes
250,000

228,825

239,529

250,000

2024 Notes
75,000

75,000

75,000

75,000

2028 Notes
86,250

86,250

86,250

86,250

Secured borrowings
13,489

12,623

13,308

13,489

Total debt
$
680,734

$
613,698

$
590,921


___________
(1) Includes the Prior ING Facility for periods prior to November 30, 2017.

The following table reflects our contractual obligations arising from the ING Facility, our secured borrowings, our 2019 Notes, our 2024 Notes and our 2028 Notes:
Payments due by period as of June 30, 2018
Contractual Obligations
Total
Less than 1 year
1-3 years
3-5 years
More than 5 years
ING Facility
$
211,000

$

$

$
211,000

$

Interest due on ING Facility
33,367

9,759

19,518

4,090


Secured borrowings
12,623


12,623



Interest due on secured borrowings
1,957

857

1,100



2019 Notes
228,825

228,825




Interest due on 2019 Notes
7,457

7,457




2024 Notes
75,000




75,000

Interest due on 2024 Notes
27,934

4,406

8,813

8,813

5,902

2028 Notes
86,250




86,250

Interest due on 2028 Notes
51,989

5,283

10,566

10,566

25,574

Total
$
736,402

$
256,587

$
52,620

$
234,469

$
192,726

Regulated Investment Company Status and Distributions
We elected to be treated as a RIC under Subchapter M of the Code. As long as we continue to qualify as a RIC, we will not be subject to tax on our investment company taxable income (determined without regard to any deduction for dividends paid) or realized net capital gains, to the extent that such taxable income or gains is distributed, or deemed to be distributed as dividends, to stockholders on a timely basis.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation. Distributions declared and paid by us in a taxable year may differ from taxable income for that taxable year as such distributions may include the distribution of taxable income derived from the current taxable year or the distribution of taxable income derived from the prior taxable year carried forward into and distributed in the current taxable year. Distributions also may include returns of capital.
To maintain RIC tax treatment, we must, among other things, distribute dividends, with respect to each taxable year, of an amount at least equal to 90% of our investment company taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any), determined without regard to any deduction for dividends paid. As a RIC, we are also subject to a federal excise tax, based on distribution requirements of our taxable income on a calendar year basis. We anticipate timely

97



distribution of our taxable income in accordance with tax rules. We did not incur a U.S. federal excise tax for calendar years 2016 and 2017 and do not expect to incur a U.S. federal excise tax for the calendar year 2018. We may incur a federal excise tax in future years.
We intend to distribute at least 90% of our annual taxable income (which includes our taxable interest and fee income) to our stockholders. The covenants contained in the ING Facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement associated with our ability to be subject to tax as a RIC. In addition, we may retain for investment some or all of our net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal and taxable year fall below the total amount of our dividend distributions for that fiscal and taxable year, a portion of those distributions may be deemed a return of capital to our stockholders.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in our credit facilities and debt instruments. If we do not distribute a certain percentage of our taxable income annually, we will suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
A RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder elects to receive his or her entire distribution in either cash or stock of the RIC, subject to certain limitations regarding the aggregate amount of cash to be distributed to all stockholders. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these guidelines.
We may generate qualified net interest income or qualified net short-term capital gains that may be exempt from U.S. withholding tax when distributed to foreign stockholders. A RIC is permitted to designate distributions of qualified net interest income and qualified short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation. The following table, lists the percentage of qualified net interest income and qualified short-term capital gains for the year ended September 30, 2017, the Company's last tax year end.
Year Ended
Qualified Net Interest Income
Qualified Short-Term Capital Gains
September 30, 2017
83.4
%

Related Party Transactions
We have entered into the New Investment Advisory Agreement with Oaktree and the New Administration Agreement with Oaktree Administrator, a wholly-owned subsidiary of Oaktree. Mr. John B. Frank, an interested member of our Board of Directors, has an indirect pecuniary interest in Oaktree. Oaktree is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, that is partially and indirectly owned by OCG. See “Note 11. Related Party Transactions-New Investment Advisory Agreement” and “-Administrative Services” in the notes to the accompanying Consolidated Financial Statements.
Prior to October 17, 2017, we were externally managed and advised by our Former Adviser, and our administrator was our Former Administrator, a wholly-owned subsidiary of our Former Adviser. Messrs. Bernard D. Berman, Patrick J. Dalton, Ivelin M. Dimitrov, Alexander C. Frank, Todd G. Owens and Sandeep K. Khorana, each an interested member of our Board of Directors for all or a portion of our fiscal year ended September 30, 2017 and prior to October 17, 2017, had a direct or indirect pecuniary interest in our Former Adviser. See “Note 11. Related Party Transactions-Former Investment Advisory Agreements” and “-Administrative Services” in the notes to the accompanying Consolidated Financial Statements.
Recent Developments
On July 10, 2018, we entered into Amendment No. 1, or the Amendment, to the ING Facility. The Amendment revised the definition of “Senior Coverage Ratio,” which is used to determine the margin above LIBOR for our borrowings under the ING Facility, to exclude the aggregate principal amount of the 2019 Notes from such calculation. In addition, the Amendment revised the ING Facility to provide us with additional flexibility with respect to refinancing or prepaying the 2024 Notes in certain circumstances.

98



On August 1, 2018, the Company’s Board of Directors declared a quarterly distribution of $0.095 per share, payable on September 28, 2018 to stockholders of record on September 15, 2018.
Recently Issued Accounting Standards
See “Note 2. Significant Accounting Policies” in the Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and the anticipated impact on our Consolidated Financial Statements.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent our debt investments include floating interest rates. In addition, our investments are carried at fair value as determined in good faith by our Board of Directors in accordance with the 1940 Act. Our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments.
As of June 30, 2018 , 82.9% of our debt investment portfolio (at fair value) and 80.7% of our debt investment portfolio (at cost) bore interest at floating rates. The composition of our floating rate debt investments by cash interest rate floor (excluding PIK) as of June 30, 2018 and September 30, 2017 was as follows:
June 30, 2018
September 30, 2017
($ in thousands)
Fair Value
% of Floating
Rate Portfolio
Fair Value
% of Floating
Rate Portfolio
Under 1%
$
210,937

17.53
%
$
201,365

16.91
%
1% to under 2%
992,329

82.47

989,575

83.09

2% to under 3%




3% and over




Total
$
1,203,266

100.00
%
$
1,190,940

100.00
%
Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2018 , the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure:
($ in thousands)
Basis point increase
Interest
income
Interest
expense
Net increase
(decrease)
300
$
34,322

$
(6,300
)
$
28,022

200
22,886

(4,200
)
18,686

100
11,450

(2,100
)
9,350

Basis point decrease
Interest Income
Interest Expense
Net increase (decrease)
100
$
(11,422
)
$
2,100

$
(9,322
)
200
(15,360
)
4,200

(11,160
)


99



We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The following table shows a comparison of the interest rate base for our interest-bearing cash and outstanding investments, at principal, and our outstanding borrowings as of June 30, 2018 and September 30, 2017 :
June 30, 2018
September 30, 2017
($ in thousands)
Interest Bearing
Cash and
Investments
Borrowings
Interest Bearing
Cash and
Investments
Borrowings
Money market rate
$
43,097

$

$
59,913

$

Prime rate
1,011


1,061


LIBOR
30 day
609,802

211,000

42,165

255,993

60 day
9,102




90 day
676,030

12,623

1,254,246

13,491

Fixed rate
329,872

390,075

290,427

411,250

Total
$
1,668,914

$
613,698

$
1,647,812

$
680,734



100



Item 4. Controls and Procedures

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2018 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of June 30, 2018 , our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, we are currently not a party to any pending material legal proceedings except as described below.
SEC Examination and Investigation
On March 23, 2016, the Division of Enforcement of the SEC sent document subpoenas and document preservation notices to us, FSAM, FSCO GP LLC - General Partner of Fifth Street Opportunities Fund, L.P., or FSOF, and OCSI. The subpoenas sought production of documents relating to a variety of issues principally related to the activities of our Former Adviser, including those raised in an ordinary-course examination of the Former Adviser by the SEC’s Office of Compliance Inspections and Examinations that began in October 2015, and in the previously disclosed securities class actions and other previously disclosed litigation. The subpoenas were issued pursuant to a formal order of private investigation captioned In the Matter of the Fifth Street Group of Companies, No. HO-12925, dated March 23, 2016, which addresses (among other things) (i) the valuation of our portfolio companies and investments, (ii) the expenses allocated or charged to us and OCSI, (iii) FSOF’s trading in the securities of publicly traded business development companies, (iv) statements to our board of directors, other representatives of pooled investment vehicles, investors, or prospective investors concerning the fair value of our portfolio companies or investments as well as expenses allocated or charged to us and OCSI, (v) various issues relating to adoption and implementation of policies and procedures under the Advisers Act, (vi) statements and/or potential omissions in the entities’ SEC filings, (vii) the entities’ books, records, and accounts and whether they fairly and accurately reflected the entities’ transactions and dispositions of assets, and (viii) several other issues relating to corporate books and records. The formal order cites various provisions of the Securities Act of 1933, as amended, the Exchange Act and the Advisers Act, as well as rules promulgated under those Acts, as the bases of the investigation. We are cooperating with the Division of Enforcement investigation, have produced requested documents, and have been communicating with Division of Enforcement personnel. Oaktree is not subject to these subpoenas.

Item 1A. Risk Factors
Except as set forth below, there have been no material changes during the three months ended June 30, 2018 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2017 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.

Item 3. Defaults Upon Senior Securities

101


None.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.

Item 6. Exhibits

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
*
Filed herewith.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OAKTREE SPECIALTY LENDING CORPORATION
By:
/s/   Edgar Lee
Edgar Lee



Chief Executive Officer
By:
/s/    Mel Carlisle
Mel Carlisle

Chief Financial Officer and Treasurer
Date: August 7, 2018





102
TABLE OF CONTENTS
Part I Incentive FeeNote 1. OrganizationNote 2. Significant Accounting PoliciesNote 3. Portfolio InvestmentsNote 4. Fee IncomeNote 5. Share Data and DistributionsNote 6. BorrowingsNote 7. Interest and Dividend IncomeNote 8. Taxable/distributable Income and Dividend DistributionsNote 9. Realized Gains Or Losses and Net Unrealized Appreciation Or Depreciation on Investments and Secured BorrowingsNote 10. Concentration Of Credit RisksNote 11. Related Party TransactionsNote 12. Financial HighlightsNote 13. Unsecured NotesNote 14. Secured BorrowingsNote 15. Commitments and ContingenciesNote 16. Subsequent EventsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 32.1* Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.2* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).