Oaktree Specialty Lending Corporation (OCSL) Earnings Call Transcript & Summary
March 15, 2021
Earnings Call Speaker Segments
Armen Panossian
executiveGood morning. I am Armen Panossian, Chief Executive Officer and Chief Investment Officer of Oaktree Specialty Lending Corporation, or OCSL. As Presiding Officer, I hereby call this meeting to order and welcome you to the 2021 Annual Meeting of Stockholders. On behalf of Management, I would like to thank those stockholders who are participating today via this virtual meeting for your attendance and interest. I also want to thank the many stockholders who submitted proxies. I would now like to take this opportunity to recognize the officers of OCSL that are present today. President and Chief Operating Officer, Mathew Pendo; Chief Financial Officer and Treasurer, Mel Carlisle; General Counsel and Secretary, Mary Gallegly; and Assistant Treasurer, Chris McKown. In addition, present today from Ernst & Young LLP, OCSL's independent registered public accounting firm, are Mike O'Donnell, Derek Ligeikis and Jason Shaver. After this meeting has been adjourned, the directors, myself, Mr. Pendo, Mr. Carlisle and the representatives from Ernst & Young, will be available to answer stockholder questions. We encourage you to enter your questions in writing now on the virtual meeting portal in the field provided for stockholders. We will address the questions related to the proposal before voting commences and any additional questions upon the conclusion of the meeting. When submitting your question or comment, we would appreciate it if you could note your name and affiliation and be brief. We may not have enough time to answer all questions submitted by stockholders during the meeting. OCSL has appointed Jan Castillo, representative of Broadridge Financial Solutions, Inc., to act as the Inspector of Election. A copy of the inspector's oath of office and affidavit of distribution to stockholders of record as of January 19, 2021, will be filed with, and made part of, the minutes of this meeting. A list of the stockholders of record who are entitled to vote at this meeting, which has been prepared in accordance with Delaware corporate law and bylaws of OCSL, may be accessed through the virtual meeting portal together with copies of the notice of annual meeting and proxy statement and prospectus, the letter to stockholders, proxy card and the 2020 annual report on Form 10-K. These documents are available for inspection or reference during the course of this meeting. Ms. Castillo has informed me that we have a quorum present today for the conduct of business. I now declare this meeting duly convened, properly organized and competent to transact business. I will now open the floor to the consideration of the 3 items of business described in the notice of annual meeting. The first order of business on our agenda is the election of 2 directors to the Board of Directors, who will each serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies. The persons nominated by the Nominating and Corporate Governance Committee and the full Board of Directors are Ms. Deborah Gero and Mr. Craig Jacobson. The second order of business on our agenda is the proposal to ratify the selection of Ernst & Young to serve as OCSL's independent registered public accounting firm for the fiscal year ending September 30, 2021. The third order of business on our agenda is the proposal to approve the issuance of shares of OCSL common stock, par value of $0.01 per share to be issued pursuant to the agreement and plan of merger dated as of October 28, 2020, among Oaktree Strategic Income Corporation, a Delaware corporation; OCSL; Lion Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of OCSL; and for the purpose -- for the limited purposes set forth therein, Oaktree Fund Advisors LLC, a Delaware limited liability company. At this point, I will pause to answer questions or comments that may have been submitted by our stockholders on the 3 proposals, which were set forth in the proxy statement and prospectus. We will address additional stockholder questions after the voting is complete. We will now begin the vote. Information regarding the proposal is provided in the proxy statement and prospectus that was accessible as described in the notice of the annual meeting, and accordingly, I will dispense with any preliminary explanation and declare the polls open for balloting. Stockholders that have not already voted by proxy prior to this meeting or that wish to revoke their proxy and vote on their own behalf at this meeting should vote now using the Vote Here button on their screen. [Voting]
Armen Panossian
executiveThe polls are now closed. This concludes the voting portion of the meeting. We will take a moment while the Inspector of Election counts the ballots and proxies. The Inspector of Election has notified me that the ballots and proxies have been counted. Will the Secretary please present the results of the balloting?
Unknown Executive
executiveI report that the results of the balloting as provided by the Inspector of Election are as follows: the following individuals have been elected as directors of OCSL. Ms. Deborah Gero and Mr. Craig Jacobson. Ernst & Young LLP has been ratified to serve as OCSL's independent registered public accounting firm for the fiscal year ending September 30, 2021. The issuance of shares of OCSL common stock pursuant to the merger agreement has been approved.
Armen Panossian
executiveOn the basis of the reports provided by the Inspector of Election and Secretary, I declare that all of the proposals that have been presented at this time have been approved by OCSL's stockholders. There being no further business, I declare that the Annual Meeting of Stockholders is hereby adjourned. At this point, I will pause to answer additional questions that may have been submitted by our stockholders for the directors, myself, Mr. Pendo, Mr. Carlisle or Ernst & Young.
Armen Panossian
executiveThe allotted time for questions is now complete. I would like to conclude by thanking everyone for participating in our 2021 Annual Meeting of Stockholders.
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