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Oaktree Strategic Credit Fund – ‘8-K’ for 2/23/24

On:  Wednesday, 2/28/24, at 5:05pm ET   ·   For:  2/23/24   ·   Accession #:  1193125-24-50857   ·   File #:  814-01471

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Oaktree Strategic Credit Fund     8-K:1,2,9   2/23/24   13:1.5M                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-10.1     Material Contract                                   HTML   1.02M 
 7: R1          Cover Page                                          HTML     44K 
 8: R2          N-2                                                 HTML     39K 
10: XML         IDEA XML File -- Filing Summary                      XML     14K 
13: XML         XBRL Instance -- d800940d8k_htm                      XML     18K 
 9: EXCEL       IDEA Workbook of Financial Report Info              XLSX     10K 
 4: EX-101.CAL  XBRL Calculations -- oscf-20240223_cal               XML      7K 
 5: EX-101.LAB  XBRL Labels -- oscf-20240223_lab                     XML     39K 
 6: EX-101.PRE  XBRL Presentations -- oscf-20240223_pre              XML     31K 
 3: EX-101.SCH  XBRL Schema -- oscf-20240223                         XSD     17K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               87±    95K 
12: ZIP         XBRL Zipped Folder -- 0001193125-24-050857-xbrl      Zip    257K

‘8-K’   —   Current Report

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 iX: 
  8-K  
 i false i 0001872371 i CA 0001872371 2024-02-23 2024-02-23 iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM  i 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):  i February 23, 2024
 
 
 i OAKTREE STRATEGIC CREDIT FUND
(Exact Name of Registrant as Specified in Charter)
 
 
 
 i Delaware
  
No.  i 814-01471
  
 i 87-6827742
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
 i 333 S. Grand Avenue,  i 28th Floor,
 i Los Angeles,
CA
  
 i 90071
(Address of Principal Executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: ( i 213)  i 830-6300
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
 
   i ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   i ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   i ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
  
Trading
Symbol(s)
  
Name of each exchange
on which registered:
N/A   N/A   N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  i ☒
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.  i ☒
 
 
 
Item 1.01
Entry into a Material Definitive Agreement.
 i 
On February 23, 2024 (the “
Effective Date
”), OSCF Lending II SPV, LLC ( the “
Borrower
”), a wholly owned subsidiary of Oaktree Strategic Credit Fund (the “
Company
”), entered into a loan and servicing agreement (the “
Loan and Servicing Agreement
”), among the Borrower, as borrower, the Company, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc. (“
MS
”), as the administrative agent (the “
Administrative Agent
”), pursuant to which MS has agreed to extend credit to the Borrower in an aggregate principal amount up to $ i 200 million (the “
Maximum Commitment
”) at any one time outstanding.
 / 
The  i Loan and Servicing Agreement provides for a senior
secured
revolving credit facility that has a three-year reinvestment period (the “
Availability Period
”) and a stated maturity date that is five years after the Effective Date. Advances under the Loan and Servicing Agreement shall be denominated in U.S. Dollars and bear interest at a rate per annum equal to the secured overnight financing rate (“
SOFR
”) plus 2.35% during the Availability Period and 2.85% thereafter;
provided
that the applicable margin shall be increased by 2.00% per annum (i) during the existence of a Specified Event of Default (as defined in the Loan and Servicing Agreement), (ii) upon written notice from the Administrative Agent (at the direction of required lenders) to the Borrower and Servicer during the existence of any other Event of Default (as defined in the Loan and Servicing Agreement) or (iii) after a Facility Maturity Date (as defined in the Loan and Servicing Agreement).
The obligations of the Borrower under the Loan and Servicing Agreement are secured by all of the assets held by the Borrower, including certain loans it has made or acquired (such loans, the “
Loans
”), except for certain Retained Interests (as defined in the Loan and Servicing Agreement). Under the Loan and Servicing Agreement, the Company and the Borrower, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on the disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities.
The Loan and Servicing Agreement contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the Administrative Agent may terminate the commitments and declare the outstanding loans and all other obligations under the Loan and Servicing Agreement immediately due and payable.
Borrowings under the Loan and Servicing Agreement are subject to various covenants under the Loan and Servicing Agreement as well as the asset coverage requirement contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the Loan and Servicing Agreement and is qualified in its entirety by reference to the Loan and Servicing Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated by reference herein.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03.
 
1
Item 9.01
Financial Statements and Exhibits.
 
Exhibit No.
   
Description
10.1    Loan and Servicing Agreement, dated as of February 23, 2024, among OSCF Lending II SPV, LLC, as borrower, Oaktree Strategic Credit Fund, as transferor and servicer, Citibank, N.A., as the collateral agent, account bank and collateral custodian, Virtus Group, LP, as collateral administrator, each of the lenders from time to time party thereto, and Morgan Stanley Asset Funding, Inc., as the administrative agent.*
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*
Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation
S-K.
The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
 
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
OAKTREE STRATEGIC CREDIT FUND
(Registrant)
By:  
/s/ Mary Gallegly
Name:   Mary Gallegly
Title:   General Counsel and Secretary
Date: February 28, 2024
 
3
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/28/24None on these Dates
For Period end:2/23/24
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Oaktree Strategic Credit Fund     486APOS               11:11M                                    Donnelley … Solutions/FA
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