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, Class S and Class D Shares of Beneficial Interest
(Title of Class of Securities)
67403A 307 – Class I
Not Applicable – Class S
Not Applicable – Class D
(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
February 15, 2024
(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 February 15, 2024 by Oaktree Strategic Credit Fund (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 4,244,921 of its outstanding Class I common shares of beneficial interest, Class S common shares of beneficial interest and Class D common shares of beneficial interest (collectively, the “Shares”) at a price equal to the net asset value per Share as of March 31, 2024, 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 March 14, 2024. |
| 2. | 102,047.26 Class S Shares and 246,897.13 Class I 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 $8,238,713.55. |
| 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 April 18, 2024, the Fund determined that the net asset value per share of each of the Class S Shares, Class D Shares and Class I Shares was $23.61. Pursuant to the promissory notes, the Fund paid to the tendering Shareholders a total of approximately $8,217,401.48, representing 99.7% of the net asset value of the total amount of the Shares tendered by Shareholders. The repurchase of 9,163.53 Class S Shares and 35,970.03 Class I Shares was subject to an early repurchase deduction of 2% of the aggregate net asset value of such Shares. |
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.
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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: May 9, 2024
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