UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01633

Oaktree Gardens OLP, LLC

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware (State or jurisdiction of incorporation or organization)	92-2553158 (I.R.S. Employer Identification No.)
333 South Grand Avenue, 28th Floor Los Angeles, CA (Address of principal executive office)	90071 (Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

(213) 830-6300

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   x   No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o	Accelerated filer  o	Non-accelerated filer  x	Smaller reporting company  ☐
Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes  ¨     No  x

The registrant had 15,835,861 common units outstanding as of August 9, 2024.

OAKTREE GARDENS OLP, LLC

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

		PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:
		Consolidated Statements of Assets and Liabilities as of June 30, 2024 (unaudited) and September 30, 2023	2
		Consolidated Statement of Operations (unaudited) for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023	3
		Consolidated Statement of Changes in Net Assets (unaudited) for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023	4
		Consolidated Statement of Cash Flows (unaudited) for the nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023	5
		Consolidated Schedule of Investments as of June 30, 2024 (unaudited)	6
		Consolidated Schedule of Investments as of September 30, 2023	8
		Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		35
Item 4.	Controls and Procedures		37
		PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		38
Item 1A.	Risk Factors		38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 3.	Defaults Upon Senior Securities		38
Item 4.	Mine Safety Disclosures		38
Item 5.	Other Information		38
Item 6.	Exhibits		38
Signatures			39

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Oaktree Gardens OLP, LLC

Consolidated Statements of Assets and Liabilities

(in thousands, except per unit amounts)

	June 30, 2024 (unaudited)		September 30, 2023
ASSETS
Assets:
Investments – Non-control/Non-affiliate, at fair value (cost June 30, 2024: $459,910; cost September 30, 2023: $106,781)	$	464,197	$	106,794
Cash and cash equivalents	177,933		137,079
Interest receivable	2,220		263
Deferred financing costs	291		854
Deferred offering costs	—		232
Derivative assets at fair value	—		55
Other assets	71		112
Total assets	$	644,712	$	245,389
LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	448	$	409
Base management fee payable	1,403		168
Due to affiliates	893		1,137
Interest payable	441		67
Director fees payable	119		—
Secured borrowings	88,408		—
Credit facility payable	230,000		75,000
Total liabilities	321,712		76,781
Commitments and contingencies (Note 11)
Net assets:
Common units (15,836 and 8,305 units issued and outstanding as of June 30, 2024 and September 30, 2023, respectively)	319,300		166,300
Accumulated earnings	3,700		2,308
Total net assets (equivalent to $20.40 and $20.30 per common unit as of June 30, 2024 and September 30, 2023, respectively) (Note 10)	323,000		168,608
Total liabilities and net assets	$	644,712	$	245,389

See notes to Consolidated Financial Statements.

2

Oaktree Gardens OLP, LLC

Consolidated Statement of Operations

(in thousands, except per unit amounts)

(unaudited)

	Three months ended June 30, 2024		Nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Interest income:
Non-control/Non-affiliate investments	$	13,115	$	28,081	$	757
Interest on cash and cash equivalents	364		1,615		—
Total interest income	13,479		29,696		757
PIK interest income:
Non-control/Non-affiliate investments	372		624		—
Total PIK interest income	372		624		—
Fee income:
Non-control/Non-affiliate investments	2		665		10
Total fee income	2		665		10
Total investment income	13,853		30,985		767
Expenses:
Base management fee	1,039		2,308		21
Professional fees	419		695		69
Directors fees	118		356		179
Organization expenses	—		5		138
Amortization of deferred offering costs	59		233		28
Interest expense	5,678		10,177		9
Administrator expense	88		313		—
General and administrative expenses	78		221		13
Total expenses	7,479		14,308		457
Management fees waived	(244)		(541)		(5)
Net expenses	7,235		13,767		452
Net investment income	6,618		17,218		315
Unrealized appreciation (depreciation):
Non-control/Non-affiliate investments	2,508		4,272		5
Foreign currency forward contracts	—		(54)		—
Net unrealized appreciation (depreciation)	2,508		4,218		5
Realized gains (losses):
Non-control/Non-affiliate investments	4		2		—
Foreign currency forward contracts	—		54		—
Net realized gains (losses)	4		56		—
Net realized and unrealized gains (losses)	2,512		4,274		5
Net increase (decrease) in net assets resulting from operations	$	9,130	$	21,492	$	320
Net investment income per common unit — basic and diluted	$	0.56	$	1.62	$	0.11
Earnings (loss) per common unit — basic and diluted (Note 5)	$	0.78	$	2.02	$	0.11
Weighted average common units outstanding — basic and diluted	11,768		10,618		2,889

See notes to Consolidated Financial Statements.

3

Oaktree Gardens OLP, LLC

Consolidated Statement of Changes in Net Assets

(in thousands, except per unit amounts)

(unaudited)

	Three months ended June 30, 2024		Nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Operations:
Net investment income	$	6,618	$	17,218	$	315
Net unrealized appreciation (depreciation)	2,508		4,218		5
Net realized gains (losses)	4		56		—
Net increase (decrease) in net assets resulting from operations	9,130		21,492		320
Unit transactions:
Issuance of common units	89,600		153,000		102,300
Distributions to unitholders	(8,100)		(20,100)		—
Net increase (decrease) from unit transactions	81,500		132,900		102,300
Total increase (decrease) in net assets	90,630		154,392		102,620
Net assets at beginning of period	232,370		168,608		—
Net assets at end of period	$	323,000	$	323,000	$	102,620
Net asset value per common unit	$	20.40	$	20.40	$	20.06
Common units outstanding at end of period	15,836		15,836		5,115

See notes to Consolidated Financial Statements.

4

Oaktree Gardens OLP, LLC

Consolidated Statement of Cash Flows

(in thousands)

(unaudited)

	Nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Operating activities:
Net increase (decrease) in net assets resulting from operations	$	21,492	$	320
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net unrealized (appreciation) depreciation	(4,218)		(5)
Net realized (gains) losses	(56)		—
PIK interest income	(624)		—
Accretion of original issue discount on investments	(1,483)		(10)
Amortization of deferred financing costs	963		—
Amortization of deferred offering costs	233		28
Purchases of investments	(396,290)		(50,468)
Proceeds from the sales and repayments of investments	45,321		83
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable	(1,957)		(526)
(Increase) decrease in other assets	41		(74)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	40		167
Increase (decrease) in base management fee payable	1,235		16
Increase (decrease) in due to affiliates	(244)		141
Increase (decrease) in interest payable	374		9
Increase (decrease) in director fees payable	119		179
Net cash used in operating activities	(335,054)		(50,140)
Financing activities:
Distributions paid in cash	(20,100)		—
Borrowings under credit facility	445,000		—
Repayments of borrowings under credit facility	(290,000)		—
Borrowings of secured borrowings	247,618		37,115
Repayments of secured borrowings	(159,210)		—
Proceeds from the issuance of common units	153,000		102,300
Deferred financing costs paid	(400)		—
Net cash provided by financing activities	375,908		139,415
Net increase (decrease) in cash and cash equivalents	40,854		89,275
Cash and cash equivalents, beginning of period	137,079		—
Cash and cash equivalents, end of period	$	177,933	$	89,275
Supplemental information:
Cash paid for interest	$	8,840	$	—
Non-cash financing activities:
Deferred offering costs incurred	1		$	335
Reconciliation to the Statements of Assets and Liabilities	June 30, 2024		September 30, 2023
Cash and cash equivalents	$	177,933	$	137,079
Total cash and cash equivalents	$	177,933	$	137,079

See notes to Consolidated Financial Statements.

5

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal		Cost		Fair  Value		Notes
Non-Control/Non-Affiliate Investments															(5)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%	11.08%		12/5/2030		$	41,040	$	40,102	$	41,040	(4)(6)
AmSpec Parent LLC	Diversified Support Services	First Lien Term Loan	SOFR+	5.75%			12/5/2030		—		(74)		(74)		(4)(6)(7)
AmSpec Parent LLC	Diversified Support Services	First Lien Revolver	SOFR+	5.75%			12/5/2029		59		(126)		—		(4)(6)(7)
Centralsquare Technologies, LLC	Application Software	First Lien Term Loan	SOFR+	3.00%	8.32%	3.50%	4/12/2030		18,157		17,722		17,736		(4)(6)
Centralsquare Technologies, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			4/12/2030		—		(49)		(48)		(4)(6)(7)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	5.75%	11.09%		7/10/2030		28,286		27,677		28,173		(4)(6)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	5.75%			7/10/2028		—		(65)		(13)		(4)(6)(7)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	6.00%	11.33%		9/30/2030		29,959		29,291		29,959		(4)(6)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	6.00%			10/1/2029		—		(73)		—		(4)(6)(7)
Icefall Parent, Inc.	Application Software	First Lien Term Loan	SOFR+	6.50%	11.83%		1/25/2030		13,557		13,305		13,324		(4)(6)
Icefall Parent, Inc.	Application Software	First Lien Revolver	SOFR+	6.50%			1/25/2030		—		(24)		(22)		(4)(6)(7)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%	10.35%		5/13/2030		17,277		16,936		16,940		(4)(6)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			5/10/2026		—		(28)		(28)		(4)(6)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Term Loan	SOFR+	5.00%			5/10/2026		—		(28)		(28)		(4)(6)(7)(8)
Minotaur Acquisition, Inc.	Financial Exchanges & Data	First Lien Revolver	SOFR+	5.00%			5/13/2030		—		(34)		(34)		(4)(6)(7)(8)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%	10.85%		2/28/2031		41,811		41,184		41,242		(4)(6)
Monotype Imaging Holdings Inc.	Application Software	First Lien Term Loan	SOFR+	5.50%			2/28/2031		—		(26)		(24)		(4)(6)(7)
Monotype Imaging Holdings Inc.	Application Software	First Lien Revolver	SOFR+	5.50%			2/28/2030		—		(74)		(71)		(4)(6)(7)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%	11.32%		11/12/2030		27,170		26,762		27,170		(4)(6)
Next Holdco, LLC	Health Care Technology	First Lien Term Loan	SOFR+	6.00%			11/12/2030		—		(52)		(52)		(4)(6)(7)
Next Holdco, LLC	Health Care Technology	First Lien Revolver	SOFR+	6.00%			11/9/2029		—		(35)		—		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	5.00%			6/10/2030		—		(64)		(61)		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.58%		6/10/2030		16,905		16,547		16,905		(4)(6)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.58%		6/10/2030		6,387		6,207		6,387		(4)(6)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	6.25%			6/11/2029		—		(70)		—		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%	11.34%		11/15/2030		59,933		58,842		58,626		(4)(6)(9)
PetVet Care Centers, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.00%			11/15/2030		—		(79)		(79)		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	First Lien Revolver	SOFR+	6.00%			11/15/2029		—		(141)		(171)		(4)(6)(7)
PetVet Care Centers, LLC	Health Care Services	Preferred Equity						5,185			5,081		5,525		(6)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Term Loan	SOFR+	5.25%	10.59%		9/20/2030		44,234		43,387		43,420		(4)(6)
Protein For Pets Opco, LLC	Packaged Foods & Meats	First Lien Revolver	SOFR+	5.25%			9/20/2030		—		(88)		(85)		(4)(6)(7)
Sorenson Communications, LLC	Communications Equipment	First Lien Term Loan	SOFR+	5.75%	11.09%		4/19/2029		63,519		62,299		62,350		(4)(6)(9)
Sorenson Communications, LLC	Communications Equipment	First Lien Revolver	SOFR+	5.75%			4/19/2029		—		(136)		(130)		(4)(6)(7)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%	11.07%		2/13/2031		32,472		31,857		31,894		(4)(6)
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Term Loan	SOFR+	5.75%			2/13/2031		—		(67)		(63)		(4)(6)(7)

6

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

June 30, 2024

(dollar amounts in thousands)

(unaudited)

Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	PIK	Maturity Date	Shares	Principal		Cost		Fair  Value		Notes
Truck-Lite Co., LLC	Construction Machinery & Heavy Transportation Equipment	First Lien Revolver	SOFR+	5.75%	11.08%		2/13/2030		$	157	$	51	$	56	(4)(6)(7)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Term Loan	SOFR+	7.50%	8.72%	4.13%	11/28/2029		24,596		24,053		24,449		(4)(6)
WP CPP Holdings, LLC	Aerospace & Defense	First Lien Revolver	SOFR+	6.75%			11/28/2029		—		(60)		(16)		(4)(6)(7)
Total Non-Control/Non-Affiliate Investments (143.7% of net assets)											$	459,910	$	464,197
Cash and Cash Equivalents and Restricted Cash
U.S. Treasury Bills											$	139,551	$	139,551
Other cash accounts											38,382		38,382
Cash and Cash Equivalents (55.1% of net assets)											$	177,933	$	177,933
Total Portfolio Investments, Cash and Cash Equivalents (198.8% of net assets)											$	637,843	$	642,130

(1)All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(4)The interest rate on the principal balance outstanding for floating rate loans is indexed to the Secured Overnight Financing Rate ("SOFR"), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over SOFR based on each respective credit agreement and the cash interest rate as of period end. As of June 30, 2024, the reference rate for the Company's variable rate loans were the 30-day SOFR at 5.34% and the 90-day SOFR at 5.32%. As of June 30, 2024, the Company's debt investments included interest floors which range from 0.00% to 1.00%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(5)Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act of 1940, as amended (the "Investment Company Act"), as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(6)As of June 30, 2024, these investments are categorized as Level 3 within the fair value hierarchy established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC 820") and were valued using significant unobservable inputs.

(7)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(8)Investment is not a "qualifying asset" as defined under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of June 30, 2024, qualifying assets represented 97.4% of the Company's total assets.

(9)This investment represents securities that were sold and simultaneously repurchased in connection with the Company's secured borrowings outstanding as of June 30, 2024.

See notes to Consolidated Financial Statements.

7

Oaktree Gardens OLP, LLC

Consolidated Schedule of Investments

September 30, 2023

(dollar amounts in thousands)

Portfolio Company	Industry	Type of Investment (1)(2)	Index	Spread	Cash Interest Rate (3)(4)	Maturity Date	Principal		Cost		Fair Value		Notes
Non-Control/Non-Affiliate Investments													(5)(8)
Entrata, Inc.	Application Software	First Lien Term Loan	SOFR+	6.00%	11.33%	7/10/2030	$	28,428	$	27,740	$	27,717	(4)(6)
Entrata, Inc.	Application Software	First Lien Revolver	SOFR+	6.00%		7/10/2028	—		(78)		(81)		(4)(6)(7)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Term Loan	SOFR+	6.00%	11.32%	9/29/2030	30,110		29,358		29,357		(4)(6)
Evergreen IX Borrower 2023, LLC	Application Software	First Lien Revolver	SOFR+	6.00%		9/29/2029	—		(83)		(83)		(4)(6)(7)
MND Holdings III Corp	Other Specialty Retail	First Lien Term Loan	SOFR+	7.50%	12.89%	5/9/2028	32,932		32,391		32,359		(4)(6)
MND Holdings III Corp	Other Specialty Retail	First Lien Revolver	SOFR+	7.50%	12.83%	5/9/2028	1,191		987		1,041		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%	11.64%	6/9/2030	17,033		16,626		16,638		(4)(6)
OneOncology, LLC	Health Care Services	First Lien Term Loan	SOFR+	6.25%		6/9/2030	—		(80)		(74)		(4)(6)(7)
OneOncology, LLC	Health Care Services	First Lien Revolver	SOFR+	6.25%		6/9/2030	—		(80)		(80)		(4)(6)(7)
Total Non-Control/Non-Affiliate Investments (63.3% of net assets)									$	106,781	$	106,794
Cash and Cash Equivalents (81.3% of net assets)									$	137,079	$	137,079
Total Portfolio Investments, Cash and Cash Equivalents (144.6% of net assets)									$	243,860	$	243,873

Derivative Instrument	Notional Amount to be Purchased		Notional Amount to be Sold		Maturity Date	Counterparty	Cumulative Unrealized Appreciation /(Depreciation)
Foreign currency forward contract	$	7,501	€	8,000	11/9/2023	Bank of New York Mellon	$	47
Foreign currency forward contract	$	(7,501)	€	(7,945)	11/9/2023	Bank of New York Mellon	8
							$	55

(1)All debt investments are income producing unless otherwise noted.

(2)See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.

(3)Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements or permanent in nature per loan amendment or waiver documents.

(4)The interest rate on the principal balance outstanding for floating rate loans is indexed to SOFR, which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over SOFR based on each respective credit agreement and the cash interest rate as of period end. As of September 30, 2023, the reference rate for the Company's variable rate loans were the 30-day SOFR at 5.32% and the 90-day SOFR at 5.39%. As of September 30, 2023, the Company's debt investments included interest floors which range from 0.75% to 2.00%. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.

(5)Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns more than 25% of the voting securities and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the Investment Company Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.

(6)As of September 30, 2023, these investments are categorized as Level 3 within the fair value hierarchy established by ASC 820 and were valued using significant unobservable inputs.

(7)Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.

(8)Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2023, qualifying assets represented 100.0% of the Company's total assets.

See notes to Consolidated Financial Statements.

8

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 1. Organization

Oaktree Gardens OLP, LLC (the “Company”) was formed on February 6, 2023 as a Delaware limited liability company. The Company is a closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company has elected to be treated, and intends to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Oaktree Fund Advisors, LLC (the “Adviser”), an investment adviser that is registered with the Securities and Exchange Commission (“SEC”) under the U.S. Investment Advisers Act of 1940, as amended. The Company’s administrator, Oaktree Fund Administration, LLC, a Delaware limited liability company (the “Administrator”), provides the administrative services necessary for the Company’s operations. The Adviser is an entity under common control with Oaktree Capital Group, LLC ("OCG"). In 2019, Brookfield Corporation (formerly known as Brookfield Asset Management, Inc., collectively with its affiliates, "Brookfield") acquired a majority economic interest in OCG. OCG operates as an independent business within Brookfield, with its own product offerings and investment, marketing and support teams.

No member shall be liable for any of the debts, liabilities or obligations of the Company to the extent otherwise required by Delaware law, except that each member shall be required to pay to the Company (a) any capital contributions that it has agreed to make to the Company pursuant to any subscription agreements and (b) the amount of any distribution that it is required to return to the Company pursuant to the Amended and Restated Limited Liability Company Agreement or the Delaware Limited Liability Company Act.

The Company’s investment objective is to generate current income and long-term capital appreciation by primarily focusing on private lending opportunities to large private equity-owned companies. The Company seeks to build a diverse portfolio across industries and expects most of its investments to be in the debt of eligible portfolio companies, generally in loans that are $500 million or more to companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $100 million or greater. To a lesser extent, the Company may invest in small- and medium-sized companies, including bespoke, highly negotiated loans, including loans to life sciences companies, and attractive, publicly-traded credits, including opportunistic investments in discounted, high-quality investments that may result from broad market dislocations or specific situational challenges. The Company focuses primarily on first lien secured loans but may occasionally invest in junior instruments.

At each closing in the private offering of common units (the “units”) of the Company’s limited liability company interests, each investor will make a capital commitment to purchase units pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase units up to the amount of their respective capital commitments on an as-needed basis. At each drawdown of capital commitments, the purchase price will equal the net asset value per unit as of the end of the most recent calendar quarter prior to the date of the applicable purchase as determined by the Adviser, as valuation designee of the Company’s board of directors (the "Board") under the Investment Company Act, and subject to the limitations of Section 23 under the Investment Company Act. At the first capital drawdown date that occurred immediately following the initial closing, the net asset value per unit was deemed to be $20.00.

On May 1, 2023, the Company was initially capitalized with a $2 investment by Oaktree Fund GP I, L.P., an affiliate of the Adviser. On May 2, 2023, the Company redeemed the 100 units sold to Oaktree Fund GP I, L.P. on May 1, 2023. On May 4, 2023, the Company held its first closing and accepted capital commitments totaling $1,280,000. The Company's loan origination and investment activities commenced shortly after the initial closing and the Company’s operations commenced on June 8, 2023 in connection with the initial drawdown of capital from investors.

Note 2. Significant Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. The Company is an investment company following the accounting and reporting guidance in FASB ASC Topic 946, Financial Services - Investment Companies ("ASC 946").

9

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Use of Estimates:

The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Changes in the economic and political environments, financial markets and any other parameters used in determining these estimates could cause actual results to differ and such differences could be material. Significant estimates include the valuation of investments and revenue recognition.

Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiary. The consolidated subsidiary is wholly-owned and, as such, consolidated into the consolidated financial statements. As an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements but rather are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.

Fair Value Measurements:

Our Adviser, as the valuation designee of our Board pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with ASC 820. ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that reflect the Adviser's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Adviser's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of the Company's investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser's set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

10

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that the Company is deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. The Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The Board has designated the Adviser to serve as its valuation designee under Rule 2a-5 under the Investment Company Act. The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:

•The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser's valuation team;

•Preliminary valuations are then reviewed and discussed with management of the Adviser;

•Separately, independent valuation firms prepare valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to the Adviser;

•The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•The Audit Committee reviews the valuation report with the Adviser, and the Adviser responds and supplements the valuation report to reflect any discussions between the Adviser and the Audit Committee; and

•The Adviser, as valuation designee, determines the fair value of each investment in the Company's portfolio.

The fair value of the Company's investments as of June 30, 2024 and September 30, 2023 was determined by the Adviser, as the Company's valuation designee. The Company has and will continue to engage independent valuation firms to provide assistance each quarter regarding the determination of the fair value of a portion of its portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

With the exception of the line items entitled "deferred financing costs," "deferred offering costs," "other assets," "secured borrowings" and "credit facility payable," which are reported at amortized cost, all assets and liabilities on the Consolidated Statements of Assets and Liabilities approximate fair value. The carrying value of the line items titled "interest receivable," "accounts payable, accrued expenses and other liabilities," "base management fee payable," "due to affiliates," "interest payable" and "director fees payable" approximate fair value due to their short maturities.

11

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Foreign Currency Translation:

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the prevailing foreign exchange rate on the reporting date. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Derivative Instruments:

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statement of Operations.

Secured Borrowings:

Securities sold and simultaneously repurchased at a premium are reported as financing transactions in accordance with FASB ASC Topic 860, Transfers and Servicing ("ASC 860"). Amounts payable to the counterparty are due on the repurchase settlement date and, excluding accrued interest, such amounts are presented in the accompanying Consolidated Statements of Assets and Liabilities as secured borrowings. Premiums payable are separately reported as accrued interest.

Investment Income:

Interest Income

Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations. As of June 30, 2024 and September 30, 2023, there were no investments on non-accrual status.

For the Company's secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statement of Operations.

PIK Interest Income

The Company's investments in debt securities may contain payment-in-kind ("PIK") interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company's decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; the Company's assessment of the portfolio company's business development success; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. The Company's determination to cease accruing PIK interest is generally made well before the Company's full write-down of a loan or debt security. In addition, if it is subsequently determined that the Company will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The

12

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

accrual of PIK interest on the Company’s debt investments increases the recorded cost bases of these investments in the consolidated financial statements including for purposes of computing the capital gains incentive fee payable by the Company to the Adviser. To maintain its status as a RIC, certain income from PIK interest may be required to be distributed (or deemed distributed) to the Company’s unitholders, even though the Company has not yet collected the cash and may never do so.

Fee Income

The Adviser or its affiliates may provide financial advisory services to portfolio companies in connection with structuring a transaction and in return the Company may receive fees for capital structuring services. These fees are generally non-recurring and are recognized by the Company upon the investment closing date. The Company may also receive additional fees in the ordinary course of business, including servicing, amendment, exit and prepayment fees, which are classified as fee income and recognized as they are earned or the services are rendered.

Dividend Income

The Company generally recognizes dividend income on the ex-dividend date for public securities and the record date for private equity investments. Distributions received from private equity investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from private equity investments as dividend income unless there are sufficient earnings at the portfolio company prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Cash and Cash Equivalents:

Cash and cash equivalents consist of demand deposits and highly liquid investments with maturities of three months or less when acquired. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. Cash and cash equivalents are included on the Company's Consolidated Schedule of Investments and cash equivalents are classified as Level 1 assets.

Deferred Financing Costs:

Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities. Deferred financing costs incurred in connection with credit facilities are capitalized as an asset when incurred. Deferred financing costs incurred in connection with all other debt arrangements are a direct deduction from the related debt liability when incurred. Deferred financing costs are amortized using the effective interest method over the term of the respective debt arrangement. This amortization expense is included in interest expense in the Consolidated Statement of Operations. Upon early termination or modification of a credit facility, all or a portion of unamortized fees related to such facility may be accelerated into interest expense.

Organization and Offering Costs:

Costs associated with the organization of the Company are expensed as incurred. Costs associated with the offering of the units are capitalized as "deferred offering costs" on the Consolidated Statements of Assets and Liabilities and amortized over a 12-month period from incurrence.

For the three and nine months ended June 30, 2024, the Company incurred organization costs of zero and $5, respectively. For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company incurred organization costs of $138. As of June 30, 2024 and September 30, 2023, zero and $232, respectively, of offering costs were capitalized on the Consolidated Statements of Assets and Liabilities. For the three and nine months ended June 30, 2024, the Company amortized offering costs of $59 and $233, respectively. For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company amortized offering costs of $28.

Income Taxes:

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it timely distributes (or, is deemed to distribute, except with respect to certain retained capital gains, as discussed below) at least annually to its unitholders as dividends. Rather, any tax liability related to income earned and timely distributed (or deemed timely distributed) by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company. Any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to the Company's investors. The Company will be subject to corporate-level U.S. federal income tax on any undistributed income and/or gains.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its unitholders, for each taxable year, at least 90% of its “investment company taxable income” (as defined in the Code) for that

13

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company did not incur any U.S. federal excise tax for calendar year 2023.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company's tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax year 2023.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to materially impact its consolidated financial statements.

Note 3. Portfolio Investments

Portfolio Composition

As of June 30, 2024, the fair value of the Company's investment portfolio was $464,197 and was composed of investments in 14 portfolio companies. As of September 30, 2023, the fair value of the Company's investment portfolio was $106,794 and was composed of investments in four portfolio companies. As of June 30, 2024 and September 30, 2023, all of the Company's debt investments were floating rate loans. The geographic composition of the Company's portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. As of June 30, 2024 and September 30, 2023, all of the Company's investments were in the U.S.

The composition of the Company's investments as of June 30, 2024 and September 30, 2023 at cost and fair value was as follows:

	June 30, 2024				September 30, 2023
Cost:			% of Total Investments				% of Total Investments
Senior secured debt	$	454,829	98.90	%	$	106,781	100.00	%
Preferred equity	5,081		1.10	%	—		—
Total	$	459,910	100.00	%	$	106,781	100.00	%

	June 30, 2024						September 30, 2023
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Senior secured debt	$	458,672	98.81	%	142.00	%	$	106,794	100.00	%	63.34	%
Preferred equity	5,525		1.19	%	1.71	%	—		—		—
Total	$	464,197	100.00	%	143.71	%	$	106,794	100.00	%	63.34	%

14

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The composition of the Company's portfolio by industry at cost as a percentage of total investments and at fair value as a percentage of total investments and net assets as of June 30, 2024 and September 30, 2023 was as follows:

	June 30, 2024				September 30, 2023
Cost:			% of Total Investments				% of Total Investments
Application Software	$	128,868	28.02	%	$	56,937	53.32	%
Health Care Services	86,323		18.77	%	16,466		15.42	%
Communications Equipment	62,163		13.52	%	—		—	%
Packaged Foods & Meats	43,299		9.41	%	—		—	%
Diversified Support Services	39,902		8.68	%	—		—	%
Construction Machinery & Heavy Transportation Equipment	31,841		6.92	%	—		—	%
Health Care Technology	26,675		5.80	%	—		—	%
Aerospace & Defense	23,993		5.22	%	—		—	%
Financial Exchanges & Data	16,846		3.66	%	—		—	%
Other Specialty Retail	—		—	%	33,378		31.26	%
Total	$	459,910	100.00	%	$	106,781	100.00	%

	June 30, 2024						September 30, 2023
Fair Value:			% of Total Investments		% of Net Assets				% of Total Investments		% of Net Assets
Application Software	$	130,256	28.06	%	40.32	%	$	56,910	53.28	%	33.75	%
Health Care Services	87,132		18.77	%	26.98	%	16,484		15.44	%	9.78	%
Communications Equipment	62,220		13.40	%	19.26	%	—		—	%	—	%
Packaged Foods & Meats	43,335		9.34	%	13.42	%	—		—	%	—	%
Diversified Support Services	40,966		8.83	%	12.68	%	—		—	%	—	%
Construction Machinery & Heavy Transportation Equipment	31,887		6.87	%	9.87	%	—		—	%	—	%
Health Care Technology	27,118		5.84	%	8.40	%	—		—	%	—	%
Aerospace & Defense	24,433		5.26	%	7.56	%	—		—	%	—	%
Financial Exchanges & Data	16,850		3.63	%	5.22	%	—		—	%	—	%
Other Specialty Retail	—		—	%	—	%	33,400		31.28	%	19.81	%
Total	$	464,197	100.00	%	143.71	%	$	106,794	100.00	%	63.34	%

15

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Fair Value Measurements

The following table presents the financial instruments carried at fair value as of June 30, 2024 on the Consolidated Statements of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:

	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	—	$	458,672	$	458,672
Preferred equity	—		—		5,525		5,525
Total investments at fair value	—		—		464,197		464,197
Cash equivalents	139,551		—		—		139,551
Total assets at fair value	$	139,551	$	—	$	464,197	$	603,748

The following table presents the financial instruments carried at fair value as of September 30, 2023 on the Consolidated Statements of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:

	Level 1		Level 2		Level 3		Total
Senior secured debt	$	—	$	—	$	106,794	$	106,794
Total investments at fair value	$	—	$	—	$	106,794	$	106,794

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically have both unobservable or Level 3 components and observable components (i.e. components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology.

The following table provides a roll-forward of the changes in fair value from March 31, 2024 to June 30, 2024 for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Preferred Equity		Total
Fair value as of March 31, 2024	$	355,670	$	5,392	$	361,062
Purchases	100,928		—		100,928
Sales and repayments	(1,053)		—		(1,053)
Capitalized PIK interest income	372		—		372
Accretion of OID	373		—		373
Net unrealized appreciation (depreciation)	2,379		133		2,512
Net realized gains (losses)	3		—		3
Fair value as of June 30, 2024	$	458,672	$	5,525	$	464,197
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the three months ended June 30, 2024	$	2,379	$	133	$	2,512

The following table provides a roll-forward of the changes in fair value from June 8, 2023 (commencement of operations) to June 30, 2023 for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt
Purchases	$	50,468
Sales and repayments	(83)
Accretion of OID	10
Net unrealized appreciation (depreciation)	5
Fair value as of June 30, 2023	$	50,400
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2023 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the period from June 8, 2023 (commencement of operations) to June 30, 2023	5

16

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The following table provides a roll-forward of the changes in fair value from September 30, 2023 to June 30, 2024 for all investments for which the Company determined fair value using unobservable (Level 3) factors:

	Senior Secured Debt		Preferred Equity		Total
Fair value as of September 30, 2023	$	106,794	$	—	$	106,794
Purchases	391,207		5,082		396,289
Sales and repayments	(45,270)		—		(45,270)
Capitalized PIK interest income	624		—		624
Accretion of OID	1,483		—		1,483
Net unrealized appreciation (depreciation)	3,831		443		4,274
Net realized gains (losses)	3		—		3
Fair value as of June 30, 2024	$	458,672	$	5,525	$	464,197
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at June 30, 2024 and reported within net unrealized appreciation (depreciation) in the Consolidated Statement of Operations for the nine months ended June 30, 2024	$	3,853	$	443	$	4,296

Significant Unobservable Inputs for Level 3 Investments

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of June 30, 2024:

Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	458,672	Market Yield	Market Yield	(b)	10.0%	-	13.0%	10.9%
Preferred equity	5,525		Market Yield	Market Yield	(b)	16.0%	-	18.0%	17.0%
Total	$	464,197

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

The following table provides quantitative information related to the significant unobservable inputs for Level 3 investments, which were carried at fair value as of September 30, 2023:

Asset	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average (a)
Senior secured debt	$	77,520	Market Yield	Market Yield	(b)	11.0%	-	13.0%	12.1%
	29,274		Transaction Precedent	Transaction Price	(c)	N/A	-	N/A	N/A
Total	$	106,794

_____________________

(a) Weighted averages are calculated based on fair value of investments.

(b) Used when a market participant would take into account market yield when pricing the investment.

(c) Used when there is an observable transaction or pending event for the investment.

Under the market yield technique, the significant unobservable input used in the fair value measurement of the Company's investments in debt securities is the market yield. Increases or decreases in the market yield may result in a lower or higher fair value measurement, respectively.

The principal values of the Company's credit facilities payable approximate fair value due to their variable interest rates and are included in Level 3 of the hierarchy.

17

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 4. Fee Income

For the three and nine months ended June 30, 2024, the Company recorded total fee income of $2 and $665, respectively, of which $2 and $8, respectively, was recurring in nature. For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company recorded total fee income of $10, of which $1 was recurring in nature. Recurring fee income consisted of servicing fees.

Note 5. Unit Data and Distributions

Earnings per Unit

The following table sets forth the computation of basic and diluted earnings per unit, pursuant to ASC Topic 260-10, Earnings per Share, for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023:

(Unit amounts in thousands)	Three months ended June 30, 2024		Nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Earnings (loss) per common unit — basic and diluted:
Net increase (decrease) in net assets resulting from operations	$	9,130	$	21,492	$	320
Weighted average common units outstanding — basic and diluted	11,768		10,618		2,889
Earnings (loss) per common unit — basic and diluted	$	0.78	$	2.02	$	0.11

Changes in Net Assets

The following table presents the changes in net assets for the three and nine months ended June 30, 2024:

	Common Units		Accumulated Earnings		Total Net Assets
Balance at September 30, 2023	$	166,300	$	2,308	$	168,608
Issuance of common units	63,400		—		63,400
Distributions to unitholders	—		(6,900)		(6,900)
Net investment income	—		4,031		4,031
Net unrealized appreciation (depreciation)	—		984		984
Net realized gains (losses)	—		54		54
Balance at December 31, 2023	$	229,700	$	477	$	230,177
Distributions to unitholders	—		(5,100)		(5,100)
Net investment income	—		6,569		6,569
Net unrealized appreciation (depreciation)	—		726		726
Net realized gains (losses)	—		(2)		(2)
Balance at March 31, 2024	$	229,700	$	2,670	$	232,370
Issuance of common units	89,600		—		89,600
Distributions to unitholders	—		(8,100)		(8,100)
Net investment income	—		6,618		6,618
Net unrealized appreciation (depreciation)	—		2,508		2,508
Net realized gains (losses)	—		4		4
Balance at June 30, 2024	$	319,300	$	3,700	$	323,000

18

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The following table presents the changes in net assets for the period from June 8, 2023 (commencement of operations) to June 30, 2023:

	Common Units		Accumulated Earnings		Total Net Assets
Issuance of common units	$	102,300	$	—	$	102,300
Net investment income	—		315		315
Net unrealized appreciation (depreciation)	—		5		5
Balance at June 30, 2023	$	102,300	$	320	$	102,620

Capital Activity

During the nine months ended June 30, 2024, the Company issued and sold 7,530,432 units at an aggregate purchase price of $153,000. As of June 30, 2024, the Company had issued and sold 15,835,861 units since inception at an aggregate purchase price of $319,300, which represented approximately 25% of total committed capital.

For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company issued and sold 5,115,000 units at an aggregate purchase price of $102,300 to investors and the Company commenced operations.

Distributions

Distributions to unitholders are recorded on the ex-dividend date. The Company is required to distribute dividends each tax year to its unitholders of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to be eligible for tax benefits allowed to a RIC under the Code. The Company anticipates paying out as a distribution all or substantially all of those amounts. The amount to be paid out as a dividend is determined by the Board and is based on management’s estimate of the Company’s annual taxable income.

For income tax purposes, the Company has reported its distributions for the 2023 calendar year as ordinary income. The character of such distributions will be appropriately reported to the Internal Revenue Service and unitholders for the 2024 calendar year. To the extent the Company’s taxable earnings for a fiscal and taxable year fall below the amount of distributions paid for the fiscal and taxable year, a portion of the total amount of the Company’s distributions for the fiscal and taxable year is deemed a return of capital for U.S. federal income tax purposes to the Company’s unitholders.

The following table reflects the distributions that the Company has paid on its units during the nine months ended June 30, 2024:

Date Declared	Record Date	Payment Date	Aggregate Amount
December 14, 2023	December 15, 2023	December 29, 2023	$	6,900
February 8, 2024	March 15, 2024	March 29, 2024	$	5,100
May 9, 2024	June 15, 2024	June 28, 2024	$	8,100

Note 6. Borrowings

Subscription Facility

On September 26, 2023, the Company entered into a senior secured revolving credit facility (the “Subscription Facility”) with the Company, as borrower, Gardens Coinvest, LLC, as initial qualified borrower, Oaktree Gardens OLP SPV, L.P. (the “SPV”), as initial guarantor, Oaktree OLPG GP, L.P. (the “GP”), as general partner, Oaktree OLPG GP Ltd. (the “Ultimate GP”), as ultimate general partner, and Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders from time to time party thereto. As of June 30, 2024, the Subscription Facility provided for borrowings of up to $250,000 in aggregate principal amount or, if smaller, 90% of unfunded commitments from certain of eligible investors. The maximum size of Subscription Facility may be increased to $400,000 pursuant to an “accordion” feature. The maturity date of the Subscription Facility is September 26, 2024. Borrowings under the Subscription Facility bear interest at a rate equal to (1) term SOFR for the selected period plus 2.45% per annum for SOFR loans or (2) the greatest of (a) the Prime Rate plus 1.45% per annum, (b) the Federal Funds Rate plus 1.95% per annum, and (c) Daily Simple SOFR in effect for such day plus 1.45% per annum for

19

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

reference rate loans. There is a non-usage fee of 0.25% per annum on the unused portion of the Subscription Facility, payable quarterly.

The Subscription Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all capital commitments of investors in the SPV, (ii) the SPV’s, GP’s and Ultimate GP’s right to make capital calls, receive payment of capital contributions from investors and enforce payment of capital commitments and capital contributions under the SPV’s subscription agreements with investors and other operative documents and (iii) a cash collateral account into which the capital contributions from investors are made. The Company made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities.

As of June 30, 2024, the Company had $230,000 outstanding under the Subscription Facility, which had a fair value of $230,000. As of September 30, 2023, the Company had $75,000 outstanding under the Subscription Facility, which had a fair value of $75,000. The Company's borrowings under the Subscription Facility bore interest at a weighted average interest rate of 7.92% for the nine months ended June 30, 2024. For the three and nine months ended June 30, 2024, the Company recorded interest expense (inclusive of fees) of $3,996 and $6,441, respectively, related to the Subscription Facility.

Secured Borrowings

As of June 30, 2024, the Company had $88,408 of secured borrowings outstanding. As of September 30, 2023, the Company had no secured borrowings outstanding. The Company's secured borrowings bore interest at a weighted average rate of 8.53% for the nine months ended June 30, 2024. The Company recorded $1,682 and $3,736 of interest expense, respectively, in connection with secured borrowings for the three and nine months ended June 30, 2024. The Company's secured borrowings bore interest at a weighted average rate of 8.60% for the period from June 8, 2023 (commencement of operations) to June 30, 2023. The Company recorded $9 of interest expense in connection with secured borrowings for the period from June 8, 2023 (commencement of operations) to June 30, 2023.

Note 7. Taxable/Distributable Income

Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and foreign currency, as gains and losses are not included in taxable income until they are realized and (2) organizational and deferred offering costs.

Presented below is a reconciliation of net increase (decrease) in net assets resulting from operations to taxable income for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023:

	Three months ended June 30, 2024		Nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Net increase (decrease) in net assets resulting from operations	$	9,130	$	21,492	$	320
Net unrealized (appreciation) depreciation	(2,508)		(4,218)		(5)
Other book/tax differences	41		154		138
Taxable income (1)	$	6,663	$	17,428	$	453

__________________

(1)The Company's taxable income for the three and nine months ended June 30, 2024 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2024. The final taxable income may be different than the estimate.

As of September 30, 2023, the components of accumulated earnings on a tax basis were as follows:

Undistributed ordinary income, net	$	2,480
Net realized capital gains	1
Unrealized losses, net	(173)
Accumulated earnings	$	2,308

20

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

The aggregate cost of investments for U.S. federal income tax purposes was $107.0 million as of September 30, 2023. As of September 30, 2023, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over cost for U.S. federal income tax purposes was $0.1 million. As of September 30, 2023, the aggregate gross unrealized depreciation for all investments in which there was an excess of cost for U.S. federal income tax purposes over value was $0.3 million. Net unrealized depreciation based on the aggregate cost of investments for U.S. federal income tax purposes was $0.2 million.

Note 8. Concentration of Credit Risks

The Company deposits its cash with financial institutions and at times such balances may be in excess of the FDIC insurance limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.

Note 9. Related Party Transactions

Investment Advisory Agreement

The Company has entered into an Investment Advisory Agreement with the Adviser. Pursuant to the Investment Advisory Agreement, the Company pays the Adviser a management fee for investment advisory and management services.

The management fee is payable quarterly in arrears and equals 1.00% per annum of the Company’s gross assets (excluding cash and cash equivalents). The management fee for each quarter is calculated based on the average gross assets of the Company (excluding cash and cash equivalents) at the end of such quarter and at the end of the preceding quarter. The Adviser does not receive any fees on Capital Commitments not yet drawn. For the three months ended June 30, 2024, the Company incurred $1,039 of management fees, of which $244 were irrevocably waived by the Adviser. For the nine months ended June 30, 2024, the Company incurred $2,308 of management fees, of which $541 were irrevocably waived by the Adviser. For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company incurred $21 of management fees, of which $5 were irrevocably waived by the Adviser.

Administration Agreement

Pursuant to an Administration Agreement, the Administrator furnishes the Company with office facilities (certain of which are located in buildings owned by a Brookfield affiliate), equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, and being responsible for the financial records that the Company is required to maintain and preparing reports to unitholders and reports filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to unitholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others.

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for its costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement and providing personnel and facilities, including the allocable portion of personnel. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s directors or by the Administrator. Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under the Administration Agreement, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Adviser and any person affiliated with its members or the Adviser, to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under the Administration Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Adviser and any person affiliated with its members or the Adviser, to the extent they are providing

21

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) and hold them harmless from and against all damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its members) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under the Administration Agreement or otherwise as administrator for the Company.

For the three months ended June 30, 2024, the Company incurred $111 of expenses under the Administration Agreement, of which $88 was included in administrator expense and $23 was included in general and administrative expense. For the nine months ended June 30, 2024, the Company incurred $388 of expenses under the Administration Agreement, of which $313 was included in administrator expense and $75 was included in general and administrative expense. For the period from June 8, 2023 (commencement of operations) to June 30, 2023, the Company incurred $49 of expenses under the Administration Agreement which was included as organization and offering costs. As of June 30, 2024 and September 30, 2023, $893 and $1,137, respectively, was included in “Due to affiliates” in the Statements of Assets and Liabilities and was payable to the Administrator.

Placement Agent Agreement

The Company has entered into a Placement Agent Agreement with OCM Investments, LLC (the “Placement Agent”), an affiliate of the Adviser. Although the Company does not pay any fees to the Placement Agent, the Company has agreed to indemnify the Placement Agent in connection with its activities.

22

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 10. Financial Highlights

	For the three months ended June 30, 2024			For the nine months ended June 30, 2024			For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Net asset value at beginning of period	$	20.33		$	20.30		$	—
Capital contributions	—			—			20.00
Net investment income (1)	0.56			1.62			0.06
Net unrealized appreciation (depreciation) (1)	0.22			0.47			—
Distributions of net investment income to unitholders	(0.71)			(1.99)			—
Net asset value at end of period	$	20.40		$	20.40		$	20.06
Total return (2)	3.84		%	10.65		%	0.30		%
Common units outstanding at beginning of period	11,428,581			8,305,429			2,555,000
Common units outstanding at end of period	15,835,861			15,835,861			5,115,000
Initial capital contribution	$	—		$	—		$	51,100
Net assets at beginning of period	$	232,370		$	168,608		$	—
Net assets at end of period	$	323,000		$	323,000		$	102,620
Average net assets (3)	$	242,553		$	217,509		$	57,945
Ratio of net investment income to average net assets (4)	2.73		%	7.92		%	0.54		%
Ratio of total expenses to average net assets (4)	3.08		%	6.58		%	0.79		%
Ratio of net expenses to average net assets (4)	2.98		%	6.33		%	0.78		%
Ratio of portfolio turnover to average investments at fair value (4)	0.26		%	15.11		%	0.33		%
Weighted average outstanding debt	$	255,349		$	146,445		$	26,904
Average debt per unit (1)	$	21.70		$	13.79		$	9.31
Asset coverage ratio (5)	201.44		%	201.44		%	376.49		%

(1)	Calculated based upon weighted average units outstanding for the period. The amount shown does not correspond with the net unrealized appreciation (depreciation) per unit shown on the Consolidated Statement of Operations for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023, as it includes the effect of the timing of equity issuances.
(2)	Total return is calculated as the change in net asset value (“NAV”) per unit during the period, plus distributions per unit or capital activity, if any, divided by the beginning NAV per unit, assuming a dividend reinvestment price equal to the NAV per unit at the beginning of the period.
(3)	Calculated based upon the weighted average net assets for the period.
(4)	Financial results for the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023 have not been annualized for purposes of this ratio.
(5)	Based on outstanding senior securities of $318,408 and $37,115 as of June 30, 2024 and June 30, 2023, respectively.

23

OAKTREE GARDENS OLP, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit and per unit amounts, percentages and as otherwise indicated)

Note 11. Commitments and Contingencies

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. As indicated in the table below, as of June 30, 2024 and September 30, 2023, off-balance sheet arrangements consisted of $100,344 and $23,773, respectively, of unfunded commitments to provide debt financing to certain of the Company's portfolio companies. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities.

A list of unfunded commitments by portfolio company as of June 30, 2024 and September 30, 2023 is shown in the table below:

	June 30, 2024		September 30, 2023
OneOncology, LLC	$	16,181	$	9,794
PetVet Care Centers, LLC	15,712		—
AmSpec Parent LLC	11,489		—
Next Holdco, LLC	9,606		—
Monotype Imaging Holdings Inc.	8,710		—
Minotaur Acquisition, Inc.	7,488		—
Sorenson Communications, LLC	7,063		—
Truck-Lite Co., LLC	6,921		—
Protein For Pets Opco, LLC	4,608		—
Evergreen IX Borrower 2023, LLC	3,322		3,322
Entrata, Inc.	3,249		3,249
WP CPP Holdings, LLC	2,653		—
Centralsquare Technologies LLC	2,051		—
Icefall Parent, Inc.	1,291		—
MND Holdings III Corp	—		7,408
	$	100,344	$	23,773

Note 12. Subsequent Events

The Company's management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of and for the three months ended June 30, 2024, except as discussed below:

Distribution Declaration

On August 8, 2024, the board of directors declared a distribution of $7,200, payable in cash on September 30, 2024 to unitholders of record as of September 16, 2024.

24

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q. All amounts are shown in thousands, except unit and per unit amounts, percentages and as otherwise indicated.

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

•our future operating results and distribution projections;

•the ability of the Oaktree Fund Advisors, LLC (the "Adviser" and, collectively with its affiliates, "Oaktree") to implement its future plans with respect to our business and to achieve our investment objective;

•the ability of Oaktree and its affiliates to attract and retain highly talented professionals;

•our business prospects and the prospects of our portfolio companies;

•the impact of the investments that we expect to make;

•the ability of our portfolio companies to achieve their objectives;

•our expected financings and investments and additional leverage we may seek to incur in the future;

•the adequacy of our cash resources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies; and

•the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment, and geopolitical events on all of the foregoing.

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2023 and elsewhere in this quarterly report on Form 10-Q.

Other factors that could cause actual results to differ materially include:

•changes or potential disruptions in our operations, the economy, financial markets or political environment, including

those caused by inflation and a rising interest rate environment;

•risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;

•future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies ("BDCs") or regulated investment companies ("RICs"); and

•other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Business Overview

We were formed on February 6, 2023 as a Delaware limited liability company. We are a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "Investment Company Act"). We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). We are externally managed by the Adviser, an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended. Oaktree Fund Administration, LLC (the "Administrator") provides the administrative services necessary for our operations.

Our investment objective is to generate current income and long-term capital appreciation by primarily focusing on private lending opportunities to large private equity-owned companies. We seek to build a diverse portfolio across industries

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and expect most of our investments to be in the debt of eligible portfolio companies, generally in loans that are $500 million or more to companies with earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $100 million or greater. To a lesser extent, we may invest in small- and medium-sized companies, including bespoke, highly negotiated loans, including loans to life sciences companies, and attractive, publicly-traded credits, including opportunistic investments in discounted, high-quality investments that may result from broad market dislocations or specific situational challenges. We intend to focus primarily on first lien secured loans but may occasionally invest in junior instruments.

At each closing in the private offering of units, each investor will make a capital commitment to purchase units pursuant to a subscription agreement entered into with us. Investors will be required to fund drawdowns to purchase units up to the amount of their respective capital commitments on an as-needed basis. At each drawdown of capital commitments, the purchase price will equal the net asset value per unit as of the end of the most recent calendar quarter prior to the date of the applicable purchase as determined by the Adviser, as valuation designee of our board of directors under the Investment Company Act, and subject to the limitations of Section 23 under the Investment Company Act. At the first capital drawdown date that occurred immediately following the initial closing, the net asset value per unit was deemed to be $20.00.

On May 1, 2023, we were initially capitalized with a $2 investment by Oaktree Fund GP I, L.P., an affiliate of the Adviser. On May 2, 2023, we redeemed the 100 units sold to Oaktree Fund GP I, L.P. on May 1, 2023. On May 4, 2023, we held our first closing and accepted capital commitments totaling $1,280,000. Our loan origination and investment activities commenced shortly after the initial closing and our operations commenced on June 8, 2023 in connection with the initial drawdown of capital from investors.

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Business Environment and Developments

Global financial markets have experienced an increase in volatility as concerns about the impact of higher inflation, elevated interest rates, a potential slowdown in economic activity and the current conflicts in the Middle East have weighed on market participants. These factors have created disruptions in supply chains and economic activity and have had a particularly adverse impact on certain companies in the energy, raw materials and transportation sectors, among others. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures and equity purchase price multiples.

We are unable to predict the full effects of these macroeconomic events or how they might evolve. We continue to closely monitor the impact these events have on our business, industry and portfolio companies and will provide constructive solutions where necessary.

Against this backdrop, we believe attractive risk-adjusted returns can be achieved by making loans to middle market companies that typically possess resilient business models with strong underlying fundamentals. Given the breadth of the investment platform and decades of credit investing experience of Oaktree, we believe that we have the resources and experience to source, diligence and structure investments in these companies.

Critical Accounting Estimates

Fair Value Measurements

Our Adviser, as the valuation designee of our board of directors pursuant to Rule 2a-5 under the Investment Company Act, determines the fair value of our assets on at least a quarterly basis in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. ASC 820 prioritizes the use of observable market prices over entity-specific inputs. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.

Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

•Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that reflect the Adviser's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

If inputs used to measure fair value fall into different levels of the fair value hierarchy, an investment's level is based on the lowest level of input that is significant to the fair value measurement. The Adviser's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. This includes investment securities that are valued using "bid" and "ask" prices obtained from independent third party pricing services or directly from brokers. These investments may be classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustments for investment-specific factors or restrictions.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Adviser obtains and analyzes readily available market quotations provided by pricing vendors and brokers for all of our investments for which quotations are available. In determining the fair value of a particular investment, pricing vendors and brokers use observable market information, including both binding and non-binding indicative quotations.

The Adviser seeks to obtain at least two quotations for the subject or similar securities, typically from pricing vendors. If the Adviser is unable to obtain two quotes from pricing vendors, or if the prices obtained from pricing vendors are not within the Adviser's set threshold, the Adviser seeks to obtain a quote directly from a broker making a market for the asset. The

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Adviser evaluates the quotations provided by pricing vendors and brokers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Adviser also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Adviser performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process. Generally, the Adviser does not adjust any of the prices received from these sources.

If the quotations obtained from pricing vendors or brokers are determined not to be reliable or are not readily available, the Adviser values such investments using any of three different valuation techniques. The first valuation technique is the transaction precedent technique, which utilizes recent or expected future transactions of the investment to determine fair value, to the extent applicable. The second valuation technique is an analysis of the enterprise value ("EV") of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The EV analysis is typically performed to determine (i) the value of equity investments, (ii) whether there is credit impairment for debt investments and (iii) the value for debt investments that we are deemed to control under the Investment Company Act. To estimate the EV of a portfolio company, the Adviser analyzes various factors, including the portfolio company’s historical and projected financial results, macroeconomic impacts on the company and competitive dynamics in the company’s industry. The Adviser also utilizes some or all of the following information based on the individual circumstances of the portfolio company: (i) valuations of comparable public companies, (ii) recent sales of private and public comparable companies in similar industries or having similar business or earnings characteristics, (iii) purchase prices as a multiple of their earnings or cash flow, (iv) the portfolio company’s ability to meet its forecasts and its business prospects, (v) a discounted cash flow analysis, (vi) estimated liquidation or collateral value of the portfolio company's assets and (vii) offers from third parties to buy the portfolio company. The Adviser may probability weight potential sale outcomes with respect to a portfolio company when uncertainty exists as of the valuation date. The third valuation technique is a market yield technique, which is typically performed for non-credit impaired debt investments. In the market yield technique, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk, and the Adviser considers the current contractual interest rate, the capital structure and other terms of the investment relative to our risk and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, the Adviser depends on primary market data, including newly funded transactions and industry specific market movements, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

Our board of directors has designated the Adviser to serve as its valuation designee under Rule 2a-5 under the Investment Company Act. The Adviser undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company's investments:

•The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser's valuation team;

•Preliminary valuations are then reviewed and discussed with management of the Adviser;

•Separately, independent valuation firms prepare valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us and provide such reports to the Adviser;

•The Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee;

•The Audit Committee reviews the valuation report with the Adviser, and the Adviser responds and supplements the valuation report to reflect any discussions between the Adviser and the Audit Committee; and

•The Adviser, as valuation designee, determines the fair value of each investment in our portfolio.

The fair value of our investments as of June 30, 2024 and September 30, 2023 was determined by the Adviser, as our valuation designee. We have and will continue to engage independent valuation firms each quarter to provide assistance regarding the determination of the fair value of a portion of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

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As of June 30, 2024, we held $464,197 of investments at fair value, up from $106,794 held at September 30, 2023, primarily driven by new investment purchases during the nine months ended June 30, 2024.

Revenue Recognition

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. We may also generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Some of our investments provide for deferred interest payments or payment-in-kind ("PIK") interest income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

Interest Income

Interest income, adjusted for accretion of original issue discount ("OID"), is recorded on an accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when there is reasonable doubt that principal or interest cash payments will be collected. Cash interest payments received on investments may be recognized as income or a return of capital depending upon management’s judgment. A non-accrual investment is restored to accrual status if past due principal and interest are paid in cash, and the portfolio company, in management’s judgment, is likely to continue timely payment of its remaining obligations.

For our secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the Consolidated Statement of Operations.

PIK Interest Income

Our investments in debt securities may contain PIK interest provisions. PIK interest, which generally represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest on a loan or debt security involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; financial statements and financial projections for the portfolio company; our assessment of the portfolio company's business development success; information obtained by us in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Our determination to cease accruing PIK interest is generally made well before our full write-down of a loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of the loans or debt securities would be reduced by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost bases of these investments in our consolidated financial statements including for purposes of computing the capital gains incentive fee payable by us to the Adviser. To maintain our status as a RIC, certain income from PIK interest may be required to be distributed (or deemed to be distributed) to our unitholders even though we have not yet collected the cash and may never do so.

As of June 30, 2024 and September 30, 2023, there were no investments on non-accrual status.

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Portfolio Composition

As of June 30, 2024, the fair value of our investment portfolio was $464,197 and was composed of investments in 14 portfolio companies. As of September 30, 2023, the fair value of our investment portfolio was $106,794 and was composed of investments in four portfolio companies. As of June 30, 2024 and September 30, 2023, all of our debt investments were floating rate loans. The geographic composition of our portfolio is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. As of June 30, 2024 and September 30, 2023, all of our investments were in the U.S.

As of June 30, 2024 and September 30, 2023, our investment portfolio consisted of the following:

	June 30, 2024		September 30, 2023
Cost:
Senior secured debt	98.90	%	100.00	%
Preferred equity	1.10	%	—
Total	100.00	%	100.00	%

	June 30, 2024		September 30, 2023
Fair Value:
Senior secured debt	98.81	%	100.00	%
Preferred equity	1.19	%	—
Total	100.00	%	100.00	%

The table below describes investments by industry composition based on fair value as a percentage of total investments:

	June 30, 2024		September 30, 2023
Fair Value:
Application Software	28.06	%	53.28	%
Health Care Services	18.77	%	15.44	%
Communications Equipment	13.40	%	—	%
Packaged Foods & Meats	9.34	%	—	%
Diversified Support Services	8.83	%	—	%
Construction Machinery & Heavy Transportation Equipment	6.87	%	—	%
Health Care Technology	5.84	%	—	%
Aerospace & Defense	5.26	%	—	%
Financial Exchanges & Data	3.63	%	—	%
Other Specialty Retail	—	%	31.28	%
Total	100.00	%	100.00	%

See the Schedule of Investments as of June 30, 2024 and as of September 30, 2023 in our consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q for more information on these investments, including a list of companies and the type, cost and fair value of investments.

 Discussion and Analysis of Results and Operations

Results of Operations

The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income, net realized gains (losses) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest, fees and net expenses. Net realized gains (losses) is the difference between the proceeds received from dispositions of investment related assets and liabilities and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment related assets, including the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

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For the three and nine months ended June 30, 2024 and the period from June 8, 2023 (commencement of operations) to June 30, 2023

Investment Income

Total investment income for the three months ended June 30, 2024 was $13,853 and consisted of $13,851 of interest income (including $372 of PIK interest income) and $2 of fee income primarily from portfolio investments. Total investment income for the nine months ended June 30, 2024 was $30,985 and consisted of $30,320 of interest income (including $624 of PIK interest income) and $665 of fee income primarily from portfolio investments. Based on fair value as of June 30, 2024, the weighted average yield on our debt investments was 11.3%.

Total investment income for the period from June 8, 2023 (commencement of operations) to June 30, 2023 was $767 and consisted of $757 of interest income primarily from portfolio investments and $10 of fee income. Based on fair value as of June 30, 2023, the weighted average yield on our debt investments was 12.8%.

Expenses

Net expenses for the three and nine months ended June 30, 2024 were $7,235 and $13,767, respectively, up significantly from $452 for the period from June 8, 2023 (commencement of operations) to June 30, 2023, which was primarily driven by a larger investment portfolio attributable to new capital raised from the issuance of common units and an increase in borrowings outstanding. Net expenses consisted of the following:

	For the three months ended June 30, 2024		For the nine months ended June 30, 2024		For the period from June 8, 2023 (commencement of operations) to June 30, 2023
Expenses:
Base management fee	$	1,039	$	2,308	$	21
Professional fees	419		695		69
Directors fees	118		356		179
Organization expenses	—		5		138
Amortization of deferred offering costs	59		233		28
Interest expense	5,678		10,177		9
Administrator expense	88		313		—
General and administrative expenses	78		221		13
Total expenses	$	7,479	$	14,308	$	457
Management fees waived	(244)		(541)		(5)
Net expenses	$	7,235	$	13,767	$	452

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation was $2,508 and $4,218 for the three and nine months ended June 30, 2024, respectively, which was primarily driven by net unrealized appreciation on debt investments.

Net unrealized appreciation was $5 for the period from June 8, 2023 (commencement of operations) to June 30, 2023, which was driven by net unrealized appreciation on debt investments.

Realized Gains (Losses)

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of investments and foreign currency and the cost basis without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period, net of recoveries. Realized losses may also be recorded in connection with our determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.

During the three and nine months ended June 30, 2024, we recorded aggregate net realized gains (losses) of $4 and $56, respectively.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash from (1) the net proceeds of the private offering of our common units, (2) cash flows from operations, including earnings on investments, as well as interest earned from the temporary investment of cash in cash-equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, (3) borrowings

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from banks, including secured borrowings, and any other financing arrangements we may enter into in the future and (4) any future offerings of equity or debt securities.

Our primary uses of cash are for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including our expenses, the management fee and any indemnification obligations), (3) debt service of borrowings, if any, and (4) cash distributions to unitholders.

For the nine months ended June 30, 2024, we experienced a net increase in cash and cash equivalents of $40,854. During that period, $335,054 of cash was used in operating activities, primarily consisting of cash used to fund new investments. During the same period, cash provided by financing activities was $375,908, due primarily from $155,000 of net borrowings under our senior secured revolving credit facility (the "Subscription Facility") with Sumitomo Mitsui Banking Corporation, as lender, $153,000 of proceeds from the issuance of common units and $88,408 of net proceeds from secured borrowings, partially offset by $20,100 of distributions paid to unitholders.

For the period from June 8, 2023 (commencement of operations) to June 30, 2023, we experienced a net increase in cash and cash equivalents of $89,275. During that period, $50,140 of cash was used in operating activities, primarily consisting of cash used to fund new investments. During the same period, cash provided by financing activities was $139,415, due primarily from $102,300 of proceeds from the issuance of common units and $37,115 of secured borrowings.

As of June 30, 2024, we had $177,933 of cash and cash equivalents, portfolio investments (at fair value) of $464,197, $2,220 of interest receivable, $20,000 of undrawn capacity on the Subscription Facility (subject to borrowing base and other limitations) and $230,000 of borrowings outstanding under the Subscription Facility.

As of September 30, 2023, we had $137,079 of cash and cash equivalents, portfolio investments (at fair value) of $106,794, $263 of interest receivable, $50,000 of undrawn capacity on the Subscription Facility (subject to borrowing base and other limitations) and $75,000 of borrowings outstanding under the Subscription Facility.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of June 30, 2024 and September 30, 2023, off-balance sheet arrangements consisted of $100,344 and $23,773, respectively, of unfunded commitments to provide debt financing to certain of our portfolio companies. Such commitments are subject to the portfolio company's satisfaction of certain financial and nonfinancial covenants and may involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities.

Contractual Obligations

The following table reflects information pertaining to our principal debt outstanding under the Subscription Facility and our secured borrowings:

	Debt Outstanding as of September 30, 2023		Debt Outstanding as of June 30, 2024		Weighted average debt outstanding for the nine months ended June 30, 2024		Maximum debt outstanding for the nine months ended June 30, 2024
Subscription Facility	$	75,000	$	230,000	$	89,215	$	240,000
Secured Borrowings	—		88,408		57,230		178,693
Total debt	$	75,000	$	318,408	$	146,445

	Payments due by period as of June 30, 2024
	Total		< 1 year		1-3 years		3-5 years
Subscription Facility	$	230,000	$	230,000	$	—	$	—
Interest due on Subscription Facility	4,382		4,382		—		—
Secured borrowings	88,408		88,408		—		—
Interest due on secured borrowings	1,257		1,257		—		—
Total	$	324,047	$	324,047	$	—	$	—

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Equity Activity

During the nine months ended June 30, 2024, we issued and sold 7,530,432 units at an aggregate purchase price of $153,000. As of June 30, 2024, we issued and sold 15,835,861 units since inception at an aggregate purchase price of $319,300 to investors, which represented approximately 25% of total committed capital.

For the period from June 8, 2023 (commencement of operations) to June 30, 2023, we issued and sold 5,115,000 units at an aggregate purchase price of $102,300 to investors and we commenced operations.

Distributions

The following table reflects the distributions that we paid on our units during the nine months ended June 30, 2024:

Date Declared	Record Date	Payment Date	Aggregate Amount
December 14, 2023	December 15, 2023	December 29, 2023	$	6,900
February 8, 2024	March 15, 2024	March 29, 2024	$	5,100
May 9, 2024	June 15, 2024	June 28, 2024	$	8,100

Leverage

Our sole initial unitholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to us on May 1, 2023, with such requirements effective with respect to us on May 2, 2023. The reduced asset coverage requirements permit us to double the maximum amount of leverage that we are permitted to incur under the Investment Company Act by reducing the asset coverage requirements applicable to us from 200% to 150%. As a result of the reduced asset coverage requirement under the Investment Company Act, we can incur $2 of debt for each $1 of equity. As of June 30, 2024, we had $318,408 in senior securities and our asset coverage was 201.44%.

Subscription Facility

On September 26, 2023, we entered into the Subscription Facility. As of June 30, 2024, the Subscription Facility provides for borrowings of up to $250,000 aggregate principal amount or, if smaller, 90% of unfunded commitments from certain of eligible investors. The maximum size of Subscription Facility may be increased to $400,000 pursuant to an “accordion” feature. The maturity date of the Subscription Facility is September 26, 2024. Borrowings under the Subscription Facility bear interest at a rate equal to (1) term SOFR for the selected period plus 2.45% per annum for SOFR loans or (2) the greatest of (a) the Prime Rate plus 1.45% per annum, (b) the Federal Funds Rate plus 1.95% per annum, and (c) Daily Simple SOFR in effect for such day plus 1.45% per annum for reference rate loans. There is a non-usage fee of 0.25% per annum on the unused portion of the Subscription Facility, payable quarterly.

The Subscription Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all capital commitments of investors in Oaktree Gardens OLP SPV, L.P. (the “SPV”), (ii) the SPV’s, Oaktree OLPG GP, L.P.’s and Oaktree OLPG GP Ltd.’s right to make capital calls, receive payment of capital contributions from investors and enforce payment of capital commitments and capital contributions under the SPV’s subscription agreements with investors and other operative documents and (iii) a cash collateral account into which the capital contributions from investors are made. We made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities.

As of June 30, 2024, we had $230,000 outstanding under the Subscription Facility, which had a fair value of $230,000. As of September 30, 2023, we had $75,000 outstanding under the Subscription Facility, which had a fair value of $75,000. Our borrowings under the Subscription Facility bore interest at a weighted average interest rate of 7.92% for the nine months ended June 30, 2024. For the three and nine months ended June 30, 2024, the Company recorded interest expense (inclusive of fees) of $3,996 and $6,441, respectively, related to the Subscription Facility.

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Secured Borrowings

As of June 30, 2024, we had $88,408 of secured borrowings outstanding. As of September 30, 2023, we had no secured borrowings outstanding. Our secured borrowings bore interest at a weighted average rate of 8.53% for the nine months ended June 30, 2024. We recorded $1,682 and $3,736 of interest expense, respectively, in connection with secured borrowings for the three and nine months ended June 30, 2024. Our secured borrowings bore interest at a weighted average rate of 8.60% for the period from June 8, 2023 (commencement of operations) to June 30, 2023. We recorded $9 of interest expense in connection with secured borrowings for the period from June 8, 2023 (commencement of operations) to June 30, 2023.

Regulated Investment Company Status and Distributions

We anticipate that we will make quarterly distributions of at least 90% of our realized net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any, then available for distribution, each as determined by our board of directors in accordance with applicable law. Any distributions will be declared out of assets legally available for distribution. We expect quarterly distributions to be paid from income primarily generated by interest earned on our investments, although distributions to unitholders may also include a return of capital.

We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. To maintain RIC qualification, we must distribute (or be deemed distribute) to our unitholders, for each tax year, at least 90% of our “investment company taxable income” (as defined in the Code) for that year. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year; (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year; and, (3) any undistributed ordinary income and capital gain net income for preceding years on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular U.S. corporate income tax rates, and elect to treat such gains as deemed distributions to unitholders. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, to the extent that we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

Depending on the level of taxable income and net capital gain earned in a year, we may choose to carry forward taxable income or net capital gain for distribution in the following year and pay the applicable U.S. federal excise tax. Distributions will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which it invests (including any corporate, state, local, non-U.S. and withholding taxes).

We may generate qualified net interest income or qualified net short-term capital gains that may be exempt from U.S. withholding tax when distributed to foreign unitholders. A RIC is permitted to designate distributions of qualified net interest income and qualified short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. unitholders with proper documentation.

Recent Developments

Distribution Declaration

On August 8, 2024, our board of directors declared a distribution of $7,200, payable in cash on September 30, 2024 to unitholders of record as of September 16, 2024.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments often do not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, as the valuation designee appointed by our board of directors pursuant to Rule 2a-5 under the Investment Company Act. There is no single standard for determining fair value in good faith and valuation methodologies involve a significant degree of judgment. In addition, our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments. Accordingly, valuations by the Adviser do not necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments. Estimated fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to our consolidated financial statements.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management procedures are designed to identify and analyze our risk, to set appropriate policies and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including SOFR, to the extent our debt investments include floating interest rates.

As of June 30, 2024 and September 30, 2023, 100% of our debt investment portfolio at fair value bore interest at floating rates which had floors ranging from 0.00% to 1.00%. The composition of our floating rate debt investments by interest rate floor as of June 30, 2024 and September 30, 2023 was as follows:

	June 30, 2024				September 30, 2023
($ in thousands)	Fair Value		% of Floating Rate Portfolio		Fair Value		% of Floating Rate Portfolio
0%	$	40,966	8.94	%	$	—	—	%
>0% and <1%	273,938		59.72		45,758		42.84
1%	143,768		31.34		27,636		25.88
>1%	—		—		33,400		31.28
Total	$	458,672	100.00	%	$	106,794	100.00	%

Based on our Statement of Assets and Liabilities as of June 30, 2024, the following table shows the approximate annualized net increase (decrease) in net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure. However, there can be no assurances our portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Basis point increase ($ in thousands)	Increase in Interest Income		(Increase) in Interest Expense		Net increase in net assets resulting from operations
250	$	11,636	$	(5,750)	$	5,886
200	9,309		(4,600)		4,709
150	6,982		(3,450)		3,532
100	4,655		(2,300)		2,355
50	2,327		(1,150)		1,177

Basis point decrease ($ in thousands)	(Decrease) in Interest Income		Decrease in Interest Expense		Net (decrease) in net assets resulting from operations
50	$	(2,327)	$	1,150	$	(1,177)
100	(4,655)		2,300		(2,355)
150	(6,982)		3,450		(3,532)
200	(9,309)		4,600		(4,709)
250	(11,636)		5,750		(5,886)

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We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The interest rate on the principal balance outstanding for primarily all floating rate loans is indexed to the SOFR and/or an alternate base rate, which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. The following table shows a comparison of the interest rate base for our outstanding debt investments, at principal, and our outstanding borrowings as of June 30, 2024 and September 30, 2023:

	June 30, 2024				September 30, 2023
($ in thousands)	Debt Investments		Borrowings		Debt Investments		Borrowings
SOFR
30 day	$	214,129	$	230,000	$	28,428	$	75,000
90 day	251,390		—		81,266		—
Fixed rate	—		88,408		—		—
Total	$	465,519	$	318,408	$	109,694	$	75,000

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Item 4. Controls and Procedures

As of the end of the period covered by this report, management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1.     Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, and, to our knowledge, no material legal proceeding is threatened against us.

Item 1A. Risk Factors

There have been no material changes to the risk factors discussion in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our equity securities during the three months ended June 30, 2024 that have not been previously reported on a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2024, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a "Rule 10b5-1 trading arrangement") or any “non-Rule 10b5-1 trading arrangement”. During the three months ended June 30, 2024, we did not adopt or terminate any Rule 10b5-1 trading arrangement.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10 (File no. 000-56548), filed on May 5, 2023).
3.2	Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form 10 (File no. 000-56548), filed on May 5, 2023).
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

OAKTREE GARDENS OLP, LLC
By:	/s/   Armen Panossian
	Armen Panossian
	Chairman, Chief Executive Officer and Chief Investment Officer
By:	/s/    Christopher McKown
	Christopher McKown
	Chief Financial Officer and Treasurer

Date: August 12, 2024

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