Welcome and thank you for joining Oaktree Specialty Lending Corporation Second Fiscal Quarter 2019 Conference Call. Today's conference call is being recorded. At this time, all participants are in a listen-only mode. We will be prompted for a question-and-answer session following the prepared remarks.

Now I would like to introduce Michael Mosticchio of Investor Relations, who will host today's conference call. Mr. Mosticchio, you may begin..

Thank you, operator, and welcome to Oaktree Specialty Lending Corporation's fiscal second quarter conference call. Our earnings release which we issued this morning and the accompanying slide presentation could be accessed on the Investors section of our website at oaktreespecialtylending.com.

Our speakers today are Oaktree Specialty Lending's Chief Executive Officer and Chief Investment Officer, Edgar Lee; Chief Financial Officer and Treasurer, Mel Carlisle; and Chief Operating Officer, Matt Pendo. We will be happy to take your questions following their prepared remarks.

Before we begin, I want to remind you that comments on today's call include forward-looking statements reflecting our current views with respect to, among other things, our future operating results and financial performance. Our actual results could differ materially from those implied or expressed in the forward-looking statements.

Please refer to our SEC filings for a discussion of these factors further detail. We undertake no duty to update or revise any forward-looking statements. I'd also like to remind you that nothing on this call constitutes and operated sell or solicitation of an offer to purchase any interest in any Oaktree fund.

Investors and others should note that Oaktree Specialty Lending uses the Investors section of its corporate website to announce material information. Accordingly, the company encourages investors, the media and others to visit our corporate website to obtain investor related materials. With that, I would now like to turn the call over to Edgar Lee..

one, maintaining diversity across companies and industries; two, focusing on the top of the capital structure opportunities; three, lending to larger more diversified borrowers; four, seeking lower levered borrowers; and five, maintaining ample dry powder.

At the end of the second quarter, the portfolio was well diversified with a fair value of $1.5 billion invested across 110 companies. Nearly 80% of the portfolio was invested in senior secured loans.

The portfolio is increasingly weighted towards larger middle market companies with approximately 58% of our borrowers generating EBITDAS in excess of $100 million. In addition, we continue to target lower levered companies.

The average leverage at our portfolio companies has declined from 5.5 times to 4.8 times since we began managing the portfolio, while average middle market leverage multiples remain elevated at around 5.4 times. While we remain patient and mindful that attractive opportunities will vary from quarter-to-quarter, we are well positioned for growth.

We had over $250 million of liquidity at quarter end, more than enough dry powder to take advantage of new investment opportunities. Moving on to our portfolio repositioning efforts, non-core positions decreased to $296 million or 21% of the portfolio, primarily due to the exit of Maverick Healthcare.

We also received $9 million from the exit of one of an equity position and comprehensive pharmacy services, which contributed an additional $7 million to NAV in the quarter. Core investments represented over $1 billion, or 79%, of the portfolio at March 31st, an increase of approximately 50% from the same period one year ago.

Given our conservative posture and committed to prudent risk management, we continue to take a highly selective approach to new investments. And therefore, we identified few origination opportunities in the second quarter that met our standards.

As a result, we originated $100 million of new investments across six transactions, down from $231 million in the prior quarter. 95% of our originations in the quarter were first lien investments.

As mentioned previously, two of our investments were sponsor club deals, were Oaktree size, reputation and ability to underwrite and fund quickly enabled us to participate. These transactions highlight our ability to source investments from multiple origination channels, including the sponsor lending market.

The remaining four new investments were broadly syndicated transactions. The average yield for all our originations was 8.7%, reflecting healthier valuations and more defensive investments. In summary, we are very pleased with our strong second quarter results. Our portfolio is positioned appropriately for where we are in the economic cycle.

We also remain well capitalized with ample liquidity to take advantage of new investment opportunities in our pipeline. Oaktree's platform is a significant competitive advantage for OCSL. Its scale relationships and broader reach bolster our abilities to identify and assess investments that leads strong risk adjusted returns for our shareholders.

With that, I'd like to turn the call over to Mel to discuss our financial results in more detail..

first, the realized gains we recorded from our noncore exits; second, increased valuations on several private loans and equity positions; and third, the increased valuations on our syndicated loan portfolio. Moving on to leverage.

Our leverage ratio decreased to 0.64 times from 0.70 times on December 31st, reflecting our very selective approach to new investments as well as growth in NAV. Investment fundings in the quarter were $111 million and we received $121 million proceeds from prepayments, exits and other paydowns.

In February, as Edgar mentioned, we amended, extended and increased the size of our credit facility. Total capacity, including additional commitments made subsequent to quarter end is now $700 million, up $100 million, and we were successful in lowering the interest rate by 25 basis points. On March 1st, our 2019 notes matured.

So we paid off the remaining balance of $229 million. We funded this maturity with incremental borrowings on the credit facility. Our next unsecured debt maturity is five years away when the $75 million 2024 notes are due.

As of March 31st, total debt outstanding was $598 million and having weighted average interest rate of 5.1%, down from 5.3% in the prior quarter. Cash and cash equivalents were $13 million at quarter end. And we had $275 million of undrawn capacity under revolving credit facility, including commitments maybe subsequent to quarter end.

Shifting now to the Kemper joint venture. As of March 31, the JV had $347 million of total assets invested in senior secured loans to 49 companies. This compared to $310 million of total assets invested in 43 companies last quarter. Leverage at the JV was 1.3 times at March 31, up from 1.0 times last quarter due to the growth in the portfolio.

The JV credit facility had $15 million of undrawn capacity at quarter end. Now I will turn the call over to Matt..

Thank you, Mel. We continue to build momentum and position OCSL for stronger returns. As we outlined on previous calls, we are executing on multiple initiatives that we believe will increase ROE overtime and our performance over the last three quarters has demonstrated our progress and these efforts.

Importantly, we continue to rotate out of non-income generating investments and build a strong foundation of earning assets. We received proceeds of $64 million from the exit of Maverick, $53 million of which was a non-accrual status at par, and $9 million from one of our equity investments.

Our remaining non-income generating investments are $156 million, which represents ongoing opportunity to increase overall portfolio yield. During the second quarter, we also had $32 million of lower yielding broadly syndicated loans with yields below LIBOR plus 400 basis points.

We intend to replace these investments with higher yielding proprietary investments overtime further positioning and portfolio for improved yields. Finally, we are steadily progressing in our efforts to optimize the Kemper JV. The JV added $62 million in investments across 12 companies during the quarter. All of these were first lien positions.

We have over $100 million of additional investment capacity, assuming we're able to increase leverage up to our longer term target range of 2.0 times. We have plenty of runway before us and expect it will be accretive to ROE as incremental investments are added overtime. Now turning to the dividend.

We announced today our board approved $0.095 dividend. OCSL has maintained this level for the last five quarters. Our goal remains to pay a sustainable and consistent dividend supported by portfolio performance.

And lastly, I'll provide an update on the pending Brookfield transaction with Oaktree as well as some corporate governance initiatives we are undertaking.

As you know, the parent company to our investment advisor Oaktree Capital Group LLC entered into a transaction with Brookfield Asset Management Inc, whereby Brookfield will hold an approximately 62% economic interest in Oaktree's business and Oaktree's Founders and certain other members of Oaktree's management and employees will own the remaining 38%, when the initial transaction closes.

The transaction is structured so the Oaktree's current management will maintain actual control of the management of Oaktree. [Indiscernible] limited consent rights held by Brookfield. For an initial period of seven years or more from the closing of the deal or less if certain conditions are triggered.

We do not believe the confirmation of the merger with Brookfield will be deemed an assignment of investment advisory agreement between Oaktree and OCSL for purposes of the Investment Company Act of 1940, although such determination is inherently uncertain.

In accordance with the 1940 Ac, however, the current investment advisor agreement would automatically terminate upon its assignment.

To prevent any potential disruption or ability to provide services to OCSL once an assignment is deemed to occur, whether as a result of the merger closing or later on as a result of Brookfield exercising actual control of Oaktree, we recommended to our Board and the Board approved seeking shareholder approval of a new investment advisor agreement between Oaktree and OCSL.

As such, yesterday, we filed a preliminary proxy statement. The terms of the investment advisor agreement will remain unchanged from those in the existing agreements, other than changing the date of its effectiveness. At the same time, we will see shareholder approval to increase our leverage limits by modifying our assets coverage requirements.

As you will recall last quarter, we received Board approval to increase our leverage, effective in February 2020, unless we were to receive shareholder approval before then.

While we have no near-term plans to increase our leverage above our target range of 0.7 to 0.85 times, this is an opportunity cost efficiently seeks shareholder approval in the events, but in the future, we deem the appropriate to deploy higher leverage.

In connection with this, our base management fee will be reduced to 1% on all assets, finance using leverage above 1.0 times debt to equity once the new leverage limits are in effect.

In conclusion, we are well positioned for continued strong earnings and will methodically leverage Oaktree's expertise and resources to identify attractive risk adjusted investment opportunities that deliver value to our shareholders. Thank you for joining us on today's call and for your continued interest in OCSL.

With that, we're happy to take your questions. Operator, please open the lines..

Thank you. [Operator Instructions] Our first question comes from Rick Shane of J.P. Morgan. Please go ahead..

Just want to think about dividend and capital policy, obviously, you churn the dividend forward for the next quarter. Given that NAV accretion today that we saw, I'm curious, at some point, will you consider buying back shares or instituting some sort of repurchase program? I realized that there are liquidity challenges.

I realized that it's still a relatively small capital like base.

But given the opportunities that you're describing, does it make sense to start returning capital that way?.

Shane, its Matt, thanks so much for the question. I think the -- we discussed every quarter with our Board. I think the point you made regarding liquidity, just to emphasize that liquidity and underlying shares, not liquidity as a company. But we focused on liquidity underlying shares.

We also focus on our credit rating and the share repurchase impact to that. So for those reasons to date, we haven't done anything on the share repurchase side. We continue to talk to the board about it.

In terms of the dividends, we were, as we discussed, we're focused on the stable kind of cash earnings and the dividend has generated from the -- they come from the portfolio to payout the dividend. As Mel mentioned, during the quarter, there was about $6 million of OID, primarily from dominion.

So we're thoughtful about that as we think about our dividend and capital strategy..

And Rick, it's Edgar if I can just add to what Matt mentioned.

One other consideration is, we consider our availability under our revolving credit facilities and our other facilities as an asset for shareholders, as you can imagine on the environment that we're experiencing right now where equities are swinging 400 points in a day, that should we have it sustained sell off in the equity markets that lead to a sustained sell off in the credit markets that it could create great opportunities to extend capital to various companies out there.

And so preserving that dry powder is very valuable to us and while we want to make sure that we're efficient around our capital structure. And cost to capital, we also are mindful of where we are in an economic cycle and credit cycle and making sure that we have the capital available to actually make great investments when others can't..

Totally get it. And what -- it's a difficult, it's a balancing act. We get that and we also realize ultimately, I don't think your intention, your long-term intent would be to grow the capital base and I'm just trying to figure out if it makes sense to take a step or two back to take several steps forward down the road.

And you're right, there's opportunity -- if there is opportunity to present itself one month from now the mess in this window, but there's value on the table late there today too..

Absolutely, and we don't disagree with your thoughts around that. It is a complex equation with a lot of inputs and various constituencies that we think about. But as Matt mentioned, it's something that we talk about at all of our Board meetings and consider, and something that we wouldn't rollout.

But again, as you mentioned, it's just the math of it all and being thoughtful about how and when we were -- if we were to do something like that..

[Operator Instructions] Our next question comes from Finian O'Shea of Wells Fargo. Please go ahead..

Just a follow or touch on the dialogue you're just having on buybacks. It's another element here sort of, how you might think of your current portfolio given the outcomes you've had? You can look at names now like maybe synergetics or advanced pain. And then maybe you kind of view these as assets you're going to get paid back on.

Any commentary on how that might play into the delaying a potential buyback in your strategy?.

I don't know if that would be the main driver of it. But definitely it's a consideration about our --the amount of proceeds we received back from in any one given quarter and our net deployment and what our outlook is for the near-term and medium-term investing environment.

So I would say that your observation generally about the pace at which we have a return of capital from various investments would factor in, but wouldn't be the only driver there..

And then just another on the middle market sort of sponsor club deals you mentioned this quarter.

Assuming you found those to be attractive, risk adjusted returns, would you say that, that was sort of a function of the market environment in terms of those assets appearing attractive to you enough to kind of go into the wheelhouse of core, middle market sponsor? Or is this more a function of you migrating that way now that there has been a good amount of rotation?.

So we've always communicated with investors that we're a little bit different than the traditional BDC, for that matter, from a number of different perspectives.

But in terms of the way that we think about deploying our capital, we not only look at traditional sponsor acquisition financing, but our -- just given the breath of our platform, that means that we can look at a much broader universe of opportunities, including more opportunistic direct lending, whether it's [indiscernible] loans, bridge loans, public company loans, loans to family offices, we have a very broad range of opportunities that we look at.

In any given quarter, we see billions of dollars of opportunity. And it's not so much that we say we're going to make a macro call on sponsored direct lending looks better than non-sponsored back direct lending.

But rather we're looking at each individual investment one-by-one and assessing how does that add or subtract from the overall BDC portfolio and making that assessment of whether that is a good fit or not for the BDC.

And it just happened to be that -- we found a couple of opportunities this quarter that we're something that we consider were attractive and that we thought would be additive to the portfolio, and the mix of risk characteristics that we're trying to manage for in the portfolio..

Just one more, if I may. And forgive me if you mentioned this.

The fees waived this quarter, is that fair to think about as offsetting your part to incentive fee?.

This is Mel. I'll take that one. Yes, we -- as I stated in my prepared comments, we accrued $8.2 million of Part II incentive fees and we had an equal offset in the form of a waiver..

Our next question comes from Ryan Lynch of KBW. Please go ahead..

This is the first quarter that I can remember in a while, but you guys have actually had pretty substantial growth in your senior loan fund, obviously the asset classes -- the asset class that goes and there's a little bit different in the assets that are on your balance sheet.

Can you just talk about what you guys were seeing this quarter that allowed you guys to have pretty significant growth?.

I don't know if there's any one item that we saw, but I would say generally there's a couple of factors or -- that have fed into our thought process there. One, we are working. The partnership with Kemper has been great. They've been great partners. We just finished up our quarterly call with them or to call with them.

I think both Oaktree and Kemper couldn't be happier with how this partnership is working. So that really sets the tone that now that we've had time to work with them to something that we would like to grow with them specifically.

Two, I would say that we are mindful of wanting to get back to a position where the vehicle can start making dividend payments, which we think would be highly accretive to our shareholders. And so we have mapped out a plan to get us to a good position there, hopefully over the coming quarters.

And I think three, if you look at the overall credit markets, starting in January -- it was all of you know at the end of December, we saw some pretty severe weakness in the credit markets. And many funds were sitting on significant amount of cash.

By the time we got to January, we started seeing a significant amount of that cash needing to be deployed, especially in the high yield market. And we saw high yield, fixed rate high yield bonds rebound in price quite dramatically, and that momentum didn't stop.

And obviously, the federal reserves' commentary helped propel those fixed rate bonds forward.

But if you look at the overall syndicated loan market, there were significant outflows that were occurring as there were various investors who took the view that there might be a potential interest rate cut sometime in the latter part of this year or maybe early next year.

And that really motivated folks to begin liquidating some of the positions and syndicated loans. And we started to see a meaningful number of syndicated loans continue to lag the overall credit markets despite the overall economic environments remaining relatively balanced.

And so because we didn't see that rebound and we saw some inefficiency continue to persist in the syndicated loan market, we decided to step in more aggressively and continued to try to take advantage of that dislocation. Now that GAAP -- that dislocation has significantly closed or would have down over the last month or so.

But we were able to, fortunately, managed to expand our investments in the JV during the first quarter and take advantage of these dislocations..

That's really helpful color. That was my only question. I appreciate the time today, and really nice quarter..

[Operator Instructions] We have no further questions Mr. Mosticchio..

Thank you again for joining us for our fiscal second quarter 2019 earnings conference call. A replay of this conference call will be available for 30 days on the OCSL's website in the Investors section or by dialing 877-344-7529 for U.S. callers or 141-231-7008 for non-U.S.

callers with the replay access code 10130349, beginning approximately one hour after this broadcast..

The conference is now included. Thank you for attending today's presentation. You may now disconnect..