Oaktree Gardens OLP Secures $1.28B in Commitments, Eyes Large PE Debt

TL;DR

**Oaktree Gardens OLP is a solid bet for income-seeking investors, leveraging Oaktree's deep credit expertise to target large, stable private equity-backed companies with strong downside protection.**

AI Summary

Oaktree Gardens OLP, LLC, a closed-end management investment company, filed its 10-K for the fiscal year ended September 30, 2025. The company, regulated as a Business Development Company (BDC) since May 5, 2023, aims to generate current income and long-term capital appreciation by primarily lending to large private equity-owned companies. It commenced investment activities shortly after its initial closing on May 4, 2023, which secured an aggregate of $1.28 billion in Capital Commitments. Oaktree Gardens OLP is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P., which had approximately $218 billion in assets under management as of September 30, 2025. The company focuses on first lien secured loans, typically $500 million or more, to companies with EBITDA of $100 million or greater, prioritizing risk control and downside protection. Brookfield Corporation and Brookfield Asset Management Ltd. indirectly own approximately 74% of Oaktree's asset management business, with a proposed transaction to acquire the remaining 26% expected to close in Q1 2026.

Why It Matters

Oaktree Gardens OLP's focus on large private equity-owned companies offers investors exposure to a segment often less accessible through public markets, potentially providing stable income and capital appreciation. The backing by Oaktree Capital Management, with its $218 billion AUM and established credit platform, lends significant credibility and deal-sourcing capabilities, positioning it competitively against other private credit funds. The impending 100% acquisition of Oaktree by Brookfield could streamline operations and enhance strategic alignment, potentially impacting future investment strategies and capital deployment for Oaktree Gardens OLP. This BDC's strategy of prioritizing first lien secured loans to diversified, scaled companies aims to mitigate risk, which is crucial for income-focused investors.

Risk Assessment

Risk Level: medium — The company's risk level is medium due to its focus on private lending, which inherently carries illiquidity and credit risk, despite targeting large private equity-owned companies. While the strategy prioritizes first lien secured loans and robust covenant packages, as noted in the 'Investment Approach' section, the 'Risk Factors' section (Item 1A) is extensive, indicating a comprehensive awareness of potential challenges. The absence of an established public market for its common units as of March 31, 2025, also points to liquidity constraints for investors.

Analyst Insight

Investors should consider Oaktree Gardens OLP for its potential for current income and long-term capital appreciation, especially given its affiliation with Oaktree Capital Management and its focus on large, private equity-backed companies. However, they must be aware of the illiquidity of common units and the inherent risks of private credit. Due diligence on the specific terms of the private offering and the impact of Brookfield's full acquisition of Oaktree is crucial.

Financial Highlights

debt To Equity

N/A

revenue

$1.28B

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $1.28B — Initial Capital Commitments (Secured at the initial closing on May 4, 2023, indicating strong initial investor confidence.)
• $218B — Oaktree AUM (Assets under management by Oaktree as of September 30, 2025, highlighting the scale and resources of the parent company.)
• 74% — Brookfield Ownership (Percentage of Oaktree's asset management business indirectly owned by Brookfield as of September 30, 2025, showing significant control.)
• 26% — Remaining Oaktree Ownership (Percentage of Oaktree's asset management business owned by current and former Oaktree executives and employees, subject to full acquisition by Brookfield.)
• 22,217,028 — Common Units Outstanding (As of December 17, 2025, representing the total equity units in circulation.)
• $500M — Minimum Loan Size (Typical minimum size for debt investments, indicating a focus on large-scale transactions.)
• $100M — Minimum EBITDA (Minimum EBITDA for target companies, signifying a focus on established, profitable businesses.)
• 2026 Q1 — Brookfield Acquisition Close (Expected closing period for Brookfield to acquire 100% of Oaktree, which will impact governance.)
• 375+ — Investment Professionals (Number of highly experienced investment professionals within Oaktree's credit platform, demonstrating extensive expertise.)
• 26 — Global Offices (Number of cities worldwide where Oaktree has offices, indicating a broad global presence.)

Key Players & Entities

• Oaktree Gardens OLP, LLC (company) — registrant and closed-end management investment company
• Oaktree Fund Advisors, LLC (company) — external manager of Oaktree Gardens OLP
• Oaktree Capital Management, L.P. (company) — affiliate of the Adviser with $218 billion AUM
• Brookfield Corporation (company) — indirectly owns approximately 74% of Oaktree's asset management business
• Brookfield Asset Management Ltd. (company) — indirectly owns approximately 74% of Oaktree's asset management business
• Armen Panossian (person) — Chief Executive Officer and Co-Chief Investment Officer of Oaktree Gardens OLP
• Howard Marks (person) — senior executive of Oaktree
• Bruce Karsh (person) — senior executive of Oaktree
• SEC (regulator) — regulates Oaktree Gardens OLP as a BDC
• $1.28 billion (dollar_amount) — aggregate Capital Commitments secured at initial closing

FAQ

Risk Factors

• Reliance on Oaktree's Investment Professionals [high — market]: The Company's success is heavily dependent on the expertise of Oaktree's investment professionals. A significant departure of key personnel or a decline in the quality of their investment decisions could materially and adversely affect the Company's ability to achieve its investment objective and generate returns.
• Leverage and Debt Financing Risks [high — financial]: The Company may use leverage to finance its investments. Increased leverage magnifies both the potential for gains and losses. If the Company is unable to service its debt obligations or meet its leverage covenants, it could lead to a default and potential bankruptcy.
• Interest Rate Sensitivity [medium — market]: The Company's investments are primarily in debt instruments, making it sensitive to changes in interest rates. Rising interest rates could increase the cost of borrowing for the Company and potentially decrease the value of its existing debt investments.
• BDC Regulatory Compliance [medium — regulatory]: As a BDC, the Company must comply with specific regulatory requirements under the Investment Company Act of 1940. Failure to comply could result in fines, sanctions, or other regulatory actions, impacting its operations and financial condition.
• Credit Risk of Portfolio Companies [high — financial]: The Company's primary investments are loans to large private equity-owned companies. The default or deterioration of credit quality of these portfolio companies could lead to significant investment losses.
• Valuation of Illiquid Investments [medium — operational]: The Company invests in private debt, which is generally illiquid. The valuation of these investments can be subjective and may not accurately reflect their fair value, especially during periods of market stress.

Industry Context

Oaktree Gardens OLP operates within the private credit market, a segment characterized by direct lending to companies, often those not served by traditional banks. The BDC structure allows it to invest in a range of private companies, with a focus on large, private equity-backed entities. The competitive landscape includes other BDCs, private equity funds, and institutional lenders, all vying for attractive debt opportunities. Trends include increasing demand for flexible financing solutions and a continued focus on downside protection in investment strategies.

Regulatory Implications

As a BDC, Oaktree Gardens OLP is subject to the Investment Company Act of 1940, which imposes restrictions on its investment activities, leverage, and reporting. The Company also intends to qualify as a RIC, requiring adherence to specific income distribution rules. Compliance with these regulations is crucial to avoid penalties and maintain its operational structure.

What Investors Should Do

1. Monitor Brookfield Acquisition Progress
2. Assess Portfolio Company Credit Quality
3. Evaluate Leverage Levels
4. Review Investment Performance Metrics

Key Dates

• 2023-05-04: Initial Closing — Secured $1.28 billion in Capital Commitments, marking the commencement of investment activities and demonstrating initial investor confidence.
• 2023-05-05: BDC Election — Company elected to be regulated as a Business Development Company (BDC), impacting its investment strategy and regulatory compliance requirements.
• 2025-09-30: Oaktree AUM as of Year-End — Oaktree Capital Management had $218 billion in assets under management, highlighting the scale and resources of the external manager.
• 2025-12-17: Common Units Outstanding — 22,217,028 common units were outstanding, representing the total equity in circulation as of this date.
• 2026-01-01: Expected Brookfield Acquisition Close (Q1 2026) — Brookfield Corporation is expected to acquire the remaining 26% of Oaktree's asset management business, potentially impacting governance and strategic direction.

Glossary

BDC

Business Development Company. A type of closed-end investment company that invests in the securities of eligible small and medium-sized domestic companies and may provide managerial assistance. (Oaktree Gardens OLP, LLC is regulated as a BDC, which dictates its investment activities and regulatory obligations.)

EBITDA

Earnings Before Interest, Taxes, Depreciation, and Amortization. A measure of a company's operating performance. (The Company targets companies with an EBITDA of $100 million or greater, indicating a focus on established, profitable businesses.)

Capital Commitments

The total amount of capital that investors have agreed to invest in a fund or company. (The Company secured $1.28 billion in Capital Commitments at its initial closing, signifying the initial capital base for its investments.)

First Lien Secured Loans

Debt that has the highest priority in repayment in the event of a borrower's bankruptcy or liquidation, secured by specific assets. (This is the primary focus of the Company's investment strategy, emphasizing risk control and downside protection.)

RIC

Regulated Investment Company. A tax designation that allows a company to avoid corporate income tax by distributing at least 90% of its investment income to shareholders. (The Company intends to qualify as a RIC to avoid double taxation.)

LTV

Loan-to-Value. A ratio used by lenders to assess the risk of a loan, calculated by dividing the loan amount by the value of the asset securing the loan. (The Company monitors LTV as a key credit metric for evaluating investments.)

Year-Over-Year Comparison

As this is the first 10-K filing for Oaktree Gardens OLP, LLC, a direct comparison of key metrics to a previous year's filing is not possible. The filing establishes the company's operational framework as a BDC, its investment strategy focused on large private equity-owned companies, and its initial capital commitments of $1.28 billion. Future filings will provide the basis for year-over-year comparisons of revenue, net income, and other financial highlights.

Key Financial Figures

• $500 million — companies, generally in loans that are $500 million or more to companies with earnings befo
• $100 million — reciation or amortization ("EBITDA") of $100 million or greater. To a lesser extent, we may
• $1.28 billion — nt to which we accepted an aggregate of $1.28 billion of Capital Commitments to purchase comm
• $218 billion — es worldwide, Oaktree had approximately $218 billion of assets under management as of Septem

Filing Documents

• olp-20250930.htm (10-K) — 2549KB
• olpgexhibit191.htm (EX-19.1) — 48KB
• olpgardens-ex311_202509301.htm (EX-31.1) — 8KB
• olpgardens-ex312_202509301.htm (EX-31.2) — 8KB
• olpgardens-ex321_202509301.htm (EX-32.1) — 4KB
• olpgardens-ex322_202509301.htm (EX-32.2) — 4KB
• 0001974793-25-000018.txt ( ) — 9920KB
• olp-20250930.xsd (EX-101.SCH) — 47KB
• olp-20250930_cal.xml (EX-101.CAL) — 62KB
• olp-20250930_def.xml (EX-101.DEF) — 191KB
• olp-20250930_lab.xml (EX-101.LAB) — 546KB
• olp-20250930_pre.xml (EX-101.PRE) — 373KB
• olp-20250930_htm.xml (XML) — 1853KB

Risk Factors

Item 1A. Risk Factors 24

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 60

Cybersecurity

Item 1C. Cybersecurity 61

Properties

Item 2. Properties 61

Legal Proceedings

Item 3. Legal Proceedings 61

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 62 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 63

[Reserved]

Item 6. [Reserved] 63

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 64

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 76

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 78

Changes in the Disagreements with Accountants on Accounting and Financial Disclosures

Item 9. Changes in the Disagreements with Accountants on Accounting and Financial Disclosures 108

Controls and Procedures

Item 9A. Controls and Procedures 108

Other Information

Item 9B. Other Information 108

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 108 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 109

Executive Compensation

Item 11. Executive Compensation 114

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 114

Certain Relationships and Related Transaction, and Director Independence

Item 13. Certain Relationships and Related Transaction, and Director Independence 115

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 116 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 117

Form 10-K Summary

Item 16. Form 10-K Summary 118

Signatures

Signatures 119 PART I

Business

Item 1. Business Oaktree Gardens OLP, LLC (together with its subsidiaries where applicable, the "Company", which may also be referred to as "we," "us" or "our") is a closed-end management investment company primarily focused on lending to large private equity-owned companies. On May 5, 2023, we elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "Investment Company Act"). We have elected to be treated, and intend to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the "Code"). We are externally managed by Oaktree Fund Advisors, LLC, a Delaware limited liability company (the "Adviser" and including its affiliates, individually or collectively, as the context requires, "Oaktree"). 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 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 or 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. The Investment Professionals (as defined below) prioritize risk control and downside protection by evaluating credit fundamentals, monitoring appropriate credit metrics su

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