Exhibit 1.1
Oaktree Specialty Lending Corporation
Shares of Common Stock, par value $0.01 per share
Second Amendment to the
Equity Distribution Agreement
This Second Amendment, dated August 8, 2023 (the Amendment), is to that certain Equity Distribution Agreement, dated
February 7, 2022, by and among Oaktree Specialty Lending Corporation, a Delaware corporation (the Company), Oaktree Fund Advisors, LLC, a Delaware limited liability company (the Adviser), and Oaktree Fund
Administration, LLC, a Delaware limited liability company (the Administrator), on the one hand, and Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Raymond James & Associates, Inc. and SMBC Nikko Securities
America, Inc. (each, a Placement Agent and collectively, the Placement Agents) on the other hand (as amended on February 9, 2023, the Equity Distribution Agreement).
WHEREAS, the parties desire to add Jefferies LLC as an additional Placement Agent and to remove SMBC Nikko Securities America, Inc. as
a Placement Agent, each effective as of the date hereof, modify the definition of certain defined terms set forth in the Equity Distribution Agreement and used therein and to make certain other changes to the Equity Distribution Agreement with
effect on and after the date hereof.
NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:
1. Termination. Effective as of the date hereof, the Equity Distribution Agreement is terminated with respect to SMBC Nikko Securities
America, Inc. in accordance with Section 12 of the Equity Distribution Agreement.
2. Amendments to the Preamble. The first
sentence of the first paragraph of the Preamble of the Equity Distribution Agreement is amended and restated as follows:
Oaktree Specialty
Lending Corporation, a Delaware corporation (the Company), Oaktree Fund Advisors, LLC, a Delaware limited liability company (the Adviser), and Oaktree Fund Administration, LLC, a Delaware limited liability
company (the Administrator), each confirms its agreement (this Agreement) with Keefe, Bruyette & Woods, Inc., Jefferies LLC, JMP Securities LLC and Raymond James & Associates, Inc. (each, a
Placement Agent and collectively, the Placement Agents) as follows:
3. Amendments to
Section 13. Section 13 of the Equity Distribution Agreement is amended and restated as follows:
All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Placement Agents shall be delivered or sent by mail or overnight mail to: Keefe, Bruyette & Woods, Inc. at 200 Vesey Street, 8th Floor, New York, New
York 10281, Attention: Transaction Management, facsimile: 212-658-6137;
Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel; JMP Securities LLC, 600 Montgomery Street, Suite
1100, San Francisco, California 94111, Facsimile: (415) 835-8920, Attention: Equity Securities; and Raymond James & Associates, Inc. at 880 Carillon Parkway, St. Petersburg, Florida 33716, facsimile
No. (901) 579-4891 and (727) 567-8750, Attention: Larry M. Herman, Managing Director/Financial Services Investment Banking and Thomas Donegan, General Counsel/Global
Equities & Investment Banking, with a copy to Dechert LLP, 1900 K Street NW, Washington, DC 20006, Attention: Matthew Carter and if to the Company, the Adviser or the Administrator shall be delivered or sent by mail or overnight mail to the
Company at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071, Attention: Secretary, with a copy to Kirkland & Ellis LLP at 1301 Pennsylvania Ave, N.W., Washington, DC 20004, Attention: William J. Tuttle, P.C.