EX-99.(17)(C) 4 d12173dex9917c.htm EX-(17)(C) EX-(17)(c)

Exhibit (17)(c)

CONSENT OF HOULIHAN LOKEY CAPITAL, INC.

January 19, 2021

Oaktree Strategic Income Corporation

333 South Grand Ave, 28th Floor

Los Angeles, CA 90071

Attn: The Special Committee of the Board of Directors

 

RE:

Joint Proxy Statement of Oaktree Strategic Income Corporation (“OCSI”) and Oaktree Specialty Lending Corporation (“OCSL”) / Prospectus of OCSL which forms part of Amendment No. 1 to the Registration Statement on Form N-14 of OCSL (the “Registration Statement”).

Dear Members of the Special Committee:

Reference is made to our opinion letter (“opinion”), dated October 28, 2020, to the Special Committee (the “Special Committee”) of the Board of Directors (the “Board”) and to the Board of OCSI. We understand that OCSI has determined to include our opinion in the Joint Proxy Statement of OCSI and OCSL /Prospectus of OCSL (the “Joint Proxy Statement/Prospectus”) included in the above referenced Amendment No. 1 to the Registration Statement.

Our opinion was provided for the Special Committee (in its capacity as such) and, as requested by the Special Committee, the Board (in its capacity as such) in connection with their consideration of the transaction contemplated therein and may not be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except, in each instance, in accordance with our prior written consent. In that regard, we hereby consent to the reference to our opinion in the Joint Proxy Statement/Prospectus included in Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission as of the date hereof under the captions “SUMMARY OF THE MERGERS - Reasons for the Mergers—OCSI,“RISK FACORS,” “THE MERGERS—Background of the Mergers,” “THE MERGERS—Reasons for the Mergers – OCSI” and “THE MERGERS—Opinion of the Financial Advisor to the OCSI Special Committee” and to the inclusion of our opinion as Annex B to Amendment No. 1 to the Registration Statement. Notwithstanding the foregoing, it is understood that this consent is being delivered solely in connection with the filing of the above-mentioned Amendment No. 1 to the Registration Statement as of the date hereof and that our opinion is not to be filed with, included in or referred to in whole or in part in any registration statement (including any other amendments to the above-mentioned Registration Statement), proxy statement or any other document, except, in each instance, in accordance with our prior written consent.

In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

HOULIHAN LOKEY CAPITAL, INC.

/s/ Houlihan Lokey Capital, Inc.