Oaktree Specialty Lending Corporation (OCSL) Earnings Call Transcript & Summary

Thank you. Welcome and thank you for joining Oak Tree Specialty Lending Corporation's third fiscal quarter 2026 conference call. Today's conference call has been recorded. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press star one to raise your hand. withdraw your question, press star 1 again. I'll now turn the call to Alison Murmy, OCSL's Head of Investor Relations. Please go ahead.

Thank you, operator. Our third quarter 2026 earnings release, which we issued this morning, along with the accompanying slide presentation. accessed on the investor section of our website, oaktruespecialtylending.com. Before we begin, I want to remind you that the comments on today's call include forward-looking statements reflecting current views with respect to, among other things, future operating results and financial performance. Actual results could differ materially from those implied or expressed in the forward-looking statement. Please refer to the relevant SEC filing for a discussion of these factors in further detail. Oak Tree undertakes no duty to update or revise any forward-looking statements. I'd also like to remind you that nothing on this call constitutes an offer to sell or solicitation of an offer to purchase any interest in an Oak Tree Fund. Investors and others should note that OCSL uses the investor section of its corporate website to announce material information. The company encourages investors, the media, and others to review information that it shares on its website. On today's call, Matt Pendo, President of OCSL, will begin with a progress report on objectives we set out for fiscal 2026. an overview of our third quarter results. Armin Panossian, our CEO and Co-Chief Investment Officer, will then provide a market update. Raghav Khanna, our Co-Chief Investment Officer, will cover portfolio activity. And Chris McCown, our CFO and Treasurer, will close with a review of our financial results before we open the call for questions. Now I'll turn the call over to Matt Penda, President of OCSL. Matt.

Thank you, Allison, and good morning, everyone. With three quarters of fiscal 2026 complete, we want to assess our progress against two of our primary objectives. First, reducing non-accruals through exits and monetization events, and second, maintaining a flexible balance sheet. Starting with the first objective, reducing non-accruals. As of June 30, 2026, non-accruals were approximately 1.8% of the total debt portfolio at fair value, down 80 basis points sequentially, and down 140 basis points year over year. In the last two quarters alone, we exited five non-accrual positions, leaving six investments on non-accrual. More than 85% of the decline in non-accrual dollars over the past year is due to proceeds received and investments returning to accrual status. The most significant portfolio development this quarter was Thrasio. Through a series of asset sales, Thrasio repaid approximately $25 million, or a little over 80% of our loans, including paying off the entire first out-term loan and about 75% of the second out-term loan. The remaining second out-term position was returned to accrual status and we expect it to be repaid in the next few months. Raghav will discuss Thrasio in more detail in his remarks. Turning to the second objective, maintaining a flexible balance sheet, we ended the quarter with net leverage of approximately 1.02 times compared to 1.04 times at the end of March and below the midpoint of our 0.9 times to 1.25 times target range. Available liquidity was nearly $700 million a quarter in, of about $30 million from last quarter. We believe this combination of conservative leverage and ample liquidity positions us well to invest into an evolving private credit market. Furthermore, we plan to address the $350 million of unsecured notes that mature in January 2027 over the next several quarters. Turning to our third fiscal quarter financial highlights. Adjusted net investment income was $32.2 million or approximately 37 cents per share down slightly from $33.7 million or 38 cents per share in the prior quarter. slight decrease primarily reflected our lower use of leverage, the lighter than average quarter of non-recurring income, and the payment of a partial income-based incentive fee, which Chris will walk through in more detail. For the quarter, our board declared a total cash dividend of $0.33 per share. The dividend is composed of a base cash dividend of $0.30 per share and a supplemental dividend of $0.03 per share. This is consistent with our policy of paying a supplemental dividend equal to 50% of adjusted net investment income in excess of the base dividend. The dividends are payable in cash on September 30, 2026. The stock goes a record on September 15, 2026. With that, I'll turn the call over to Armin to discuss the market environment. Thank you, Matt.

On our last call, I described the volatility in direct lending as more a period of recalibration than a systemic issue. I also walked through specific investor concerns around direct lending, including rising impairments, the use of leverage, liquidity mismatches, software exposure in an AI driven world, and refinancing risk. On today's call, I want to provide a brief market update, take stock of how these concerns are evolving, and explain how they inform our approach at Oak Tree. First, the market backdrop. The June quarter was less volatile than the March quarter. Credit and equity markets stabilized, and the general tone was less bearish, although dispersion continued to be a dominant factor. theme. For example, the broadly syndicated loans market showed a bifurcated recovery. Spreads for Single B and Single B Plus loans retraced most of the widening experience during the March quarter and ended June close to December 2025 levels. New issuance in the broadly syndicated loan market also resumed, and many transactions priced at or through the tight end of initial price talk. However, the recovery has not been uniform. The spread on traded B- credits remain wider than they were in late 2025, and new issuance among lower rated borrowers remains limited. The direct lending market was also more subdued. Spreads remain wider than 2025 levels, while direct lending deal value declined to a two and a half year low. The decline in deal flow largely reflected the slowdown in private equity activity, with quarterly deal value also declining to a multi-year low. Sponsors continue to face a difficult and environment amid a wide bid-ask spread between sellers and buyers, geopolitical uncertainty, a less predictable macroeconomic outlook, and the possibility of slower growth alongside persistent inflation. In this environment, the balance between private credit borrowers and lenders has improved. Competition has generally been more rational and underwriting standards have strengthened. On average, loans issued in calendar 2026 offer more attractive terms than transactions completed in 2024 and 2025. During the June quarter, new sponsor-backed first lien direct loans were pricing in the range of SOFR plus 500 to 550 basis points, consistent with the March quarter and above the 2025 tights of SOFR plus 450 to 475. However, competition for new deals, especially in middle market first lien direct lending, increased towards the end of June and compressed average spreads closer to 500 basis points. Now I'll turn to the specific concerns we highlighted last quarter, beginning with impairment risk. Across the direct lending industry, credit issues have continued to arise. While industry data for non-recruits has been mixed in recent quarters, OCSL's non-recruits are down approximately 280 basis points from its peak in March of 2025. Our work is not complete, yet our progress reflects an active, hands-on approach to challenged credits. We have successfully pursued modernizations, restructured investments, and when necessary, made difficult decisions to exit positions to avoid tying up capital and to minimize losses. The second concern is the use of leverage. The statutory debt to equity limit for BDCs is two to one. And essentially all BDCs operate under that limit today. Our concern is not the level of leverage at EDCs, which by historical standards and compared to other levered vehicles is relatively modest, but how leverage is used. At Oaktree, we view leverage as an output of the investment environment, not as a way to achieve a particular earnings or dividend target. When we find compelling investments with appropriate downside protection, we are prepared to deploy capital and allow leverage to increase. When the opportunity set is less attractive, we are comfortable maintaining greater liquidity and operating at lower leverage. At quarter end, OCSL's net leverage was 1.02 times. positioning us below the midpoint of our target range and preserving capacity to invest as opportunities emerge. The next risk and the source of continued headlines this quarter is liquidity or asset liability mismatches in non-traded ADCs. Redemption requests that several large non-traded vehicles remain elevated during the June quarter, in some cases reaching the mid to high teens as a percentage of equity. This highlights the potential mismatch between the liquidity expectations of investors in non-traded VDCs and the less liquid profiles of the underlying private credit assets. We expect it may take several quarters for existing redemption cues to normalize and for net flows in non-traded BDCs to inflect positive. As a reminder, OCSL is a permanent capital vehicle and does not face redemption risk. Against this backdrop, we view headwinds the non-traded BDC market as and a net positive for permanent capital public BDCs with dry powder. Net outflows from non-traded VDCs reduce competition for new investments, and it may create opportunities in the form of secondary portfolio purchases and industry consolidation, which we are positioned to evaluate. The final and perhaps most debated risk is software exposure and related refinancing risk. Investors across credit and equity markets have spent considerable time analyzing software and potential AI disruption. As investors dig in, they're beginning to discern between the riskiest businesses and those with more defensible business models. Software is not a monolithic category, and AI exposure is not evenly distributed. The greatest risk is likely concentrated where business model disruption intersects with high leverage, limited free cash flow, and a near or medium-term refinancing need. Many loans originated in 2020 and 2021 were underwritten when base rates were near zero. Valuation multiples were at peak levels, and the implications of AI were not yet apparent. A meaningful portion of that cohort, especially ARR-based loans, will mature in 2027 and 2028. Refinancing those investments will be an important test for the market. The outcomes will be issuer specific and active portfolio management will remain essential. These direct lending issues will take multiple quarters and in some cases years to play out. No one could predict precisely how they will materialize. Our focus remains on the factors we can control. discipline underwriting, portfolio management, and balance sheet flexibility. A current risk environment does not mean that investors should avoid private credit. Rather, it means lenders should be discerning and demand greater downside protection. There are several ways the market could evolve from here. If geopolitical uncertainty diminishes or the macroeconomic outlook improves, sponsors may become more willing to transact. A recovery in M&A and private equity exit could increase demand for financing at a time when the supply of direct lending capital has become more disciplined. That would be a positive outcome for direct lending deal flow and spreads. On the other hand, if transaction activity remains limited, while capital continues to flow into private credit, even if at a slower pace, we may see further spread tightening. The outlook for interest rates has also evolved over the year. Persistent inflation has reduced confidence in the pace of future rate cuts and increased the possibility that base rates will remain higher for longer. While higher rates support higher income from floating rate loans, they also increase interest burdens for borrowers. Interest coverage continues to be a metric we monitor closely. This uncertainty is why we are focused on what we can control, especially maintaining a nimble balance sheet. It also brings us back to the importance of the broader Oaktree and Brookfield platform. In an environment where traditional sponsor-backed middle market activity remains subdued, the ability to source beyond US sponsor-backed direct lending becomes increasingly valuable. Across the combined platform, we are evaluating opportunities in direct lending, asset-backed finance, liquid credit, situational lending, non-U.S. direct lending, and secondary transactions. we can compare relative value across those markets and allocate capital where we believe the risk adjusted return is compelling. With that, I'll turn the call over to Raghav for a review of our portfolio and investment activity.

Thanks, Armin. I'll start with our progress on non-accruals, then discuss new originations and our pipeline before closing with portfolio metrics. beginning with Prazio, which, as Matt mentioned, was the most significant portfolio development of the quarter. Trazio is an Amazon aggregator that has been on non-accrual since December 2023 due to an overly aggressive growth strategy after COVID. Over the last two years, the company reduced its cost infrastructure and streamlined its operations to focus on its strongest brands. During the June quarter, Frazio sold several of its largest brands, including stain remover, hate stains to Church and Dwight. a $325 million gross purchase price. Proceeds from these asset sales were used to repay 100 percent of the first out term loan, and the majority of the second out. We mark the remaining second on position up from 80 in the prior quarter to 99. return it to accrual status, and expect the remaining second out loan to be fully repaid over the next few months from additional asset sale proceeds. We believe Trazio illustrates the value of our workout expertise and cooperative efforts with other creditor owners to reposition a company through restructuring and maximize recoveries in a relatively short timeframe. Throughout the workout process, we were actively engaged with the company and other stakeholders to realize a return of our capital. The result was a conversion of a non-equal position into cash proceeds and the remaining piece into an income-producing loan that should be paid off in the near term. Next, Avery, our investment in a condominium project that we have discussed on prior calls also continues to perform ahead of our underwriting expectations. THROUGH JUNE 30, 12 UNITS CLOSED YEAR-TO-DATE, COMPARED WITH OUR FULL YEAR 2026 BUDGET OF SIX UNITS. Since quarter end, additional units have been sold and others are under contract. Our June 30 blended mark of 79 up from 65 at March 31st reflects only the units closed to the end of the quarter. At quarter end, six investments were on non-accrual, representing approximately 1.8% of the total debt portfolio at fair value, down from 2.6% last quarter and 3.2% one year ago. Importantly, 97% of the sequential decline in non-accruals was a result of proceeds received to pay down debt. Turning to investment activity and the pipeline. New investment commitments totaled $2 or $6 million in the quarter. compared to $204 million in the prior quarter. Proceeds from prepayments, exits, other paydowns and sales were 263 million down from 334 million last quarter. The weighted average yield on new debt investments was 10.0%, up from 9.2% in the prior quarter. reflecting higher spreads on new private originations. Oak Tree's capabilities around sourcing, underwriting, and structuring bespoke deals helps us achieve a healthy yield on new originations. As Armand mentioned, the investment opportunities we are reviewing today are generally more attractive than what we saw over the past two years. Transactions under review often feature more lender-friendly terms, including stronger documentation and structural protections, lower leverage, and lower loan-to-value. The median spread on opportunities in our pipeline has ranged from SOFR plus 550 to 575 basis points above broader market averages, which we believe reflects our differentiated sourcing capabilities. While activity in middle market direct lending remains measured, our opportunity set is supplemented by transactions sourced across the broader Oak Tree and Brookfield private credit ecosystem. One new origination that demonstrates our unique capabilities is ZeoGroup, a fiber infrastructure company. Commercial fiber infrastructure products provide high-speed data broadband connectivity, which means business locations, data centers, cloud provider networks, and the global internet. In May, OCSL, alongside other Oaktree funds, funded approximately 60% of a private junior warehouse securitization facility to support the financing for Xeo's acquisition of Crown Castle's fiber infrastructure network. This facility is priced at super plus 675 basis points, but junior lean supported by Crown Castle's fiber network assets and carries a corporate guarantee from a parent entity that provides support to our facility ahead of the sponsor equity and features other lender friendly terms uncommon in traditional public ABS deals. This was not a forced involvement with ZAIL. Prior to this transaction, OCSL purchased Zayo's first lean first out, post-LME broadly syndicated term loan at a discounted par. That loan has since been partially repaid with proceeds from ABS issuance, and the remaining position has appreciated to approximately par. We believe our investments in Zale highlight several of Oak Tree's strengths. Consideration of relative value across the company's capital structure. identifying mispriced public credit, structuring complex private transactions supported by strong documentation, and collaborating across Oak Tree's investment teams to source differentiated opportunities beyond just traditional sponsored direct lending. Looking at total portfolio metrics as of June 30th. 82% of the portfolio at their value was first lien senior secured debt. And the weighted average yield on debt investments was 9.3%. The portfolio remains well diversified with the average debt position representing approximately 65 basis points of the total portfolio at fair value. in no single position exceeding 2.1% of fair value. The immediate EBITDA of our portfolio companies was approximately $189 million, up about 4% sequentially. Portfolio Company weighted average leverage was 5.1 times, slightly better than 5.2 times last quarter, and interest coverage improved to 2.4 times from 2.1 times. And now turning to an update on software exposure. Based on GIC's industry group classification, Software represents 20% of the portfolio at fair value, down slightly from the prior quarter. Our high AI risk stopper exposure remains unchanged at approximately 3% of the performing debt portfolio at fair value. And with that, I'll turn the call over to Chris to review our financial results.

Thank you, Raghav. In our third fiscal quarter ended June 30, 2026, adjusted total investment income was $69.2 million, down slightly compared to $69.7 million in the prior quarter. The modest change primarily reflected a smaller average portfolio balance from operating with lower leverage and a decrease in non-recurring income, partially offset by placing the Thrasio second out loan back onto accrual status. The average non-recurring income for the trailing eight quarters has been about $3.8 million, while this quarter came in slightly below $2 million. This was not unexpected. Although non-recurring income is inherently episodic, it can skew directionally lower during and after a period of intense market volatility. We delivered adjusted net investment income of $32.2 million, or approximately 37 cents per share, compared to $33.7 million, or 38 cents per share, in the prior quarter. The slight quarter-over-quarter decline was driven by lower total investment income and higher income-based or Part I incentive fees, partially offset by lower interest expense. To spend a moment on the incentive fee, last quarter we paid no Part 1 incentive fee as a result of our total return hurdle. This quarter we paid $2.4 million, or approximately 3 cents per share. In context, a full incentive fee would have been approximately $6 million or about 7 cents per share. In other words, the incentive fee this quarter was roughly half of what it would have otherwise have been, reflecting our progress in reducing honor cool, but partially offset by the continuing overhang from prior quarters losses under the total return hurdle. We believe this mechanism is working as designed, aligning the fees Ocree earns with the total returns shareholders receive. NAV per share was $15.70 as of June 30th, 2026, stable compared to $15.69 as of March 31st, 2026. PIC income represented approximately 7.8% of adjusted total investment income during the quarter compared to 5.5% last quarter. Increased PIC was largely driven by two names that were underwritten with PIC optionality to support the issuers growth and strategic initiatives. Importantly, the EBITDA, leverage, and interest coverage of our portfolio companies electing to pick are roughly in line with the metrics for our overall portfolio. And consistent with last quarter, approximately two-thirds of our PIC income relates to investments that were structured with the option to PIC at origination. Our net leverage ratio at quarter end was approximately 1.02 times. slightly from 1.04 times last quarter and total debt outstanding was $1.45 billion. our long-term target leverage range of 0.9 times to 1.25 times remains unchanged. As of June 30th, the weighted average interest rate on debt outstanding was 5.9%, unchanged from the prior quarter. Unsecured debt represented 65% of total debt at quarter end. We have a healthy level of dry powder with liquidity of approximately $699 million, including $40 million of cash and $659 million of undrawn capacity under our credit facilities. unfunded commitments excluding those related to joint ventures were approximately 208 million Turning to our joint ventures, together the JVs held approximately $524 million of investments across 135 portfolio companies and generated aggregate returns on equity of approximately 11.3% during the quarter. Leverage at the JVs was 2.1 times compared to 1.9 times last quarter. During the quarter, we converted approximately 25% of the Kemper JV's subordinated note into equity. This did not have a material impact on the total earnings recognized from the JV, but the income came in the form of a combination of interest income and dividend income instead of exclusively interest income.

With that, I'll turn the call back to the operator for Q&A. We will now begin the question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw a question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Rick Shane with JP Morgan.

My line is open. Please go ahead. Hey, guys. Thanks for taking my questions. Look, I think you've highlighted the benefits of a more constrained supply of capital and competition. At the same time, arguably there are macro headwinds facing portfolio companies, whether it's elevated energy prices, higher labor costs, higher interest rates. When you think about the risks associated with the macro factors, and you talk about the opportunity for better structure related to more muted competition. Do you think, where do you sort of put yourself in the cycle of returns? is just sort of net out and it gives you mid-cycle returns? Are you at a point now where you actually think you can extract higher above cycle returns, realizing that returns aren't static across a 10 year period?.

Thanks Rick, it's Armin. Look, I don't think we're at mid-cycle returns. I think we are seeing some spread widening caused by the outflows. from the semi-liquid or semi-traded, sorry, untraded BDCs. It, you know, just given the maturity profile of the 2021, 2022 LBOs that were done that still have maturities, you know, coming in 2027 through 29, we think that there's still going to be greater volatility ahead of us, greater opportunity to deploy with wider spread, better return, tighter terms. So we are, I would say at this point, kind of conserving our capital. maintaining ourselves in a more defensive and risk averse posture. We really want to be able to lean into the market on the back of what we think will be more volatility. SO IT'S NOT I WOULDN'T CHARACTERIZE IT AS MID-CYCLE. I WOULD SAY WE'RE SORT OF 75, MAYBE 50 TO 75 BASIS POINTS WIDE OF WHERE WE WERE SIX MONTHS AGO. I JUST DON'T THINK THAT THAT'S FULL fully baking in the inflation that we would expect in a continued conflict with Iran. I don't think that's reflective of the full extent of disruption in software driven by AI. and there's a whole host of other kind of macro indicators that are beneath the surface, but are indicating some way The overall economic picture, if you just kind of step out, you know, step back to the 50,000 foot level, on average, things look okay. It looks like we're, it looks like the economy is handling things okay. But beneath the surface, there's costs we're concerned and I don't think we're seeing the maximum opportunity set at this time.

Got it. Yes, look, I really appreciate the thoughtfulness of that answer. I think we're sort of wrestling with the same things as we look at the world across a pretty wide coverage universe. things seem to be holding up pretty well, but at the same time that you see these sort of little, spots on the mosaic that make you wonder a little bit. So I appreciate the answer and it's consistent with how we see the world too. Thank you.

Thanks, Luke. Just a reminder, if you would like to ask a question, please press star 1 to raise your hand. Your next question comes from the line of Finian O'Shea with Wells Fargo Securities. Your line is open. Please go ahead.

Hey, good morning. So Armin just picking up on that dialogue with Rick. And some of your opening remarks seemed a little more constructive on the spread widening. Although those have come in a little bit, but I think you were, you know, constructive on that and you have ample leverage. So seeing your overall posture in terms of leaning in and then maybe, um, how attractive you view sponsor versus other more more sets or liquid type exposures that tend to come in the book here and there.