8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): July 19, 2018 (July 18, 2018)

Oaktree Strategic Income Corporation

(Exact name of registrant as specified in its charter)

Delaware	814-01013	61-1713295
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 South Grand Avenue, 28th Floor, Los Angeles, CA	90071
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 830-6300

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2018, Oaktree Strategic Income Corporation (the “Company”) entered into the Second Amendment (the “Amendment”) to the Amended and Restated Loan and Security Agreement with OCSI Senior Funding II LLC, the Company’s wholly-owned, special purpose financing subsidiary, as the borrower, and Citibank, N.A., as administrative agent and sole lender (as amended, the “Citibank Facility”). The Amendment increased the maximum permissible borrowings under the Citibank Facility from $100 million to $180 million. In addition, the Amendment extended the expiration of the reinvestment period from January 30, 2021 to July 19, 2021 and the maturity date from January 31, 2023 to July 18, 2023. The non-usage fee is increased pursuant to a formula if, after the ramp up period extended by the Amendment, the advances outstanding under the Citibank Facility do not exceed 70% of the aggregate commitments by lenders. The other material terms of the Citibank Facility were unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Second Amendment to the Amended and Restated Loan and Security Agreement by and among Oaktree Strategic Income Corporation, as collateral manager, OCSI Senior Funding II LLC, as borrower, and Citibank, N.A., as administrative agent and sole lender, dated as of July 18, 2018.

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 INCOME CORPORATION
Date: July 19, 2018	By:	/s/ Mathew M. Pendo
		Name: Mathew M. Pendo
		Title: Chief Operating Officer

EX-10.1

Exhibit 10.1

Execution Version

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), is made as of July 18, 2018, by and among Oaktree Strategic Income Corporation, as the collateral manager (in such capacity, the “Collateral Manager”), OCSI Senior Funding II LLC, as the borrower (the “Borrower”), Citibank, N.A., as administrative agent (the “Administrative Agent”) and Citibank, N.A., as the sole lender (the “Lender”).

R E C I T A L S

WHEREAS, the Collateral Manager, Oaktree Strategic Income Corporation, as the seller (in such capacity, the “Seller”), the Borrower, the Administrative Agent, the Lender and Wells Fargo Bank, National Association, as Collateral Agent, are parties to that certain Amended and Restated Loan and Security Agreement, dated as of January 31, 2018 (as the same has been previously amended and may be amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan and Security Agreement”);

WHEREAS, pursuant to Section 13.1 of the Loan and Security Agreement, the Collateral Manager and the Borrower desire to, and have requested that the Administrative Agent agree to, amend certain provisions of the Loan and Security Agreement as provided herein;

WHEREAS, subject to the terms and conditions of this Amendment, the Administrative Agent and Lenders constituting at least the Required Lenders are willing to agree to such amendments to the Loan and Security Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.       Defined Terms. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Loan and Security Agreement.

2.       Amendments. The Loan and Security Agreement is hereby amended, modified and supplemented as follows:

(A)       The defined term “Concentration Test Amount” in Section 1.1 is hereby amended to delete the reference to “$100,000,000” in clause (i)(a) thereof and to replace it with “$180,000,000.”

(B)       The defined term “Facility Maturity Date” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Facility Maturity Date”: July 18, 2023 (or, if such day is not a Business Day, the next succeeding Business Day).

(C)       The defined term “Maximum Facility Amount” in Section 1.1 is hereby amended and restated in its entirety as follows:

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“Maximum Facility Amount”: With respect to the Advances, $180,000,000, as may be increased pursuant to Section 2.1.

(D)       The defined term “Ramp-Up Period” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Ramp-Up Period”: the period commencing on the Closing Date and ending on the earlier to occur of (x) the initial date on which the aggregate Outstanding Balance of all Eligible Loans exceeds $270,000,000 and (y) November 18, 2018 (or, if such day is not a Business Day, the next succeeding Business Day).

(E)       The defined term “Scheduled Reinvestment Period End Date” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Scheduled Reinvestment Period End Date”: July 18, 2021 (or, if such day is not a Business Day, the next succeeding Business Day).

(F)       Annex B is hereby amended to delete the reference to “$100,000,000” and replace it with “$180,000,000.”

3.       Reaffirmation. Except to the extent expressly amended by this Amendment, the terms and conditions of the Loan and Security Agreement and other Transaction Documents shall remain in full force and effect. Each of the Transaction Documents, including the Loan and Security Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Loan and Security Agreement as amended hereby, are hereby amended so that any reference in such Transaction Documents to the Loan and Security Agreement, whether direct or indirect, shall mean a reference to the Loan and Security Agreement as amended hereby. This Amendment shall constitute a Transaction Document under the Loan and Security Agreement.

4.       Miscellaneous. This Amendment may be executed in counterparts, each of which shall be and all of which, when taken together, shall constitute one binding agreement. The Article and/or Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day, month and year first above written.

BORROWER
OCSI SENIOR FUNDING II LLC
By: Oaktree Strategic Income Corporation:
Its:  Designated Manager
By: Oaktree Capital Management, L.P.
Its:  Investment Advisor
By:	/s/ Mary Gallegly
	Name: Mary Gallegly
	Title: Senior Vice President
By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Managing Director

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[A&R LSA AMENDMENT]

COLLATERAL MANAGER:
OAKTREE STRATEGIC INCOME             CORPORATION
By: Oaktree Capital Management, L.P.
Its:  Investment Advisor
By:	/s/ Mary Gallegly
	Name: Mary Gallegly
	Title: Senior Vice President
By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Managing Director

[A&R LSA AMENDMENT]

THE ADMINISTRATIVE AGENT:
CITIBANK, N.A., in its capacity as Administrative Agent
By:	/s/ Brett Bushinger
	Name:  Brett Bushinger
	Title: Vice President
LENDER:
CITIBANK, N.A.,
By:	/s/ Brett Bushinger
	Name:  Brett Bushinger
	Title: Vice President

[A&R LSA AMENDMENT]