0001193125-23-202846.txt : 20230803 0001193125-23-202846.hdr.sgml : 20230803 20230803160622 ACCESSION NUMBER: 0001193125-23-202846 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230803 DATE AS OF CHANGE: 20230803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Strategic Credit Fund CENTRAL INDEX KEY: 0001872371 IRS NUMBER: 876478015 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93598 FILM NUMBER: 231139882 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: Oaktree Opportunistic Income Fund DATE OF NAME CHANGE: 20210713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Strategic Credit Fund CENTRAL INDEX KEY: 0001872371 IRS NUMBER: 876478015 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: Oaktree Opportunistic Income Fund DATE OF NAME CHANGE: 20210713 SC TO-I/A 1 d731167dsctoia.htm SC TO-I/A SC TO-I/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Final Amendment)

 

 

Oaktree Strategic Credit Fund

(Name of Subject Company (Issuer))

Oaktree Strategic Credit Fund

(Name of Filing Person (Offeror and Issuer))

Class I and Class S Shares of Beneficial Interest

(Title of Class of Securities)

67403A 307 – Class I

Not Applicable – Class S

(CUSIP Number of class of securities)

 

 

Mary Gallegly

Oaktree Strategic Credit Fund

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 

 

With a copy to:

William G. Farrar

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

May 15, 2023

(Date Tender Offer First Published, Sent or Given to Security Holders)

 

 

 

☐ 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

 

Amount Previously Paid:      Filing Parties:
Form or Registration No.:      Date Filed:

 

☐ 

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☐ 

third-party tender offer subject to Rule 14d-1.

  ☒ 

issuer tender offer subject to Rule 13e-4.

  ☐ 

going-private transaction subject to Rule 13e-3.

  ☐ 

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

 

 

 

This final amendment (“Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on May 15, 2023 by Oaktree Strategic Credit Fund (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 1,547,537 of its outstanding Class I common shares of beneficial interest and Class S common shares of beneficial interest (collectively, the “Shares”) at a price equal to the net asset value per Share as of June 30, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Purchase”), and in the accompanying Letter of Transmittal, filed as Exhibit (a)(1)(iii) to the Statement.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is provided pursuant to Rule 13e-4(c)(4):

 

  1.

The Offer expired at 11:59 p.m., Eastern Time, on June 12, 2023.

 

  2.

1,692.047 Class S Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. The Fund accepted for purchase 100% of the Shares of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer as permitted by Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as amended.

 

  3.

The net asset value of Shares tendered pursuant to the Offer was calculated as of the Valuation Date in the amount of $39,729.26.

 

  4.

The payment of the purchase price of the Shares tendered was made in the form of non-interest bearing, non-transferable promissory notes issued to the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The promissory notes were held by the Fund’s transfer agent on behalf of each tendering shareholder. On July 19, 2023, the Fund determined that the net asset value per share of each of the Class S Shares and Class I Shares was $23.48. Pursuant to the promissory notes, the Fund paid to the tendering Shareholders a total of $38,934.68, representing 98% of the net asset value of the total amount of the Shares tendered by Shareholders. The repurchase of Shares was subject to an early repurchase deduction of 2% of the aggregate net asset value of the Shares repurchased.

Except as specifically provided herein, the information contained in the Statement remains unchanged and this Final Amendment does not modify any of the information previously reported on the Statement.

 

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

OAKTREE STRATEGIC CREDIT FUND
By:  

/s/ Mary Gallegly

Name:   Mary Gallegly
Title:   General Counsel and Secretary

Dated: August 3, 2023

 

2