Oaktree Sends Further Letter to Ranger Board of Directors

Calls on Board to Allow All Shareholders a Voice


Funds managed by Oaktree Capital Management, L.P. (“Oaktree”), an 18.56% shareholder of Ranger Direct Lending Fund PLC (LON: RDL) (“Ranger” or the “Company”), sent a letter to the Ranger Board of Directors (the “Board”) earlier today regarding its ongoing strategic review process, urging the Board to allow all shareholders a vote on the crucial matters currently being decided by the Board.

The full text of the letter is as follows:

April 27, 2018

Ranger Direct Lending Board of Directors:
Mr. Christopher Waldron
Mr. Jonathan Schneider
Dr. Matthew Mulford
Mr. Scott Canon

CC: Mr. Gavin Kelly, Kinmont Advisory

Dear Directors of Ranger Direct Lending,

In Ranger Direct Lending’s (“Ranger” or the “Company”) RNS dated April 24, the Ranger Board of Directors (the “Board”) disclosed that it is “engaged in an active and positive discussion with shareholders.” In the RNS the Board also said that it is essential “to achieve sufficient consensus between the Board and shareholders on the Company’s future direction.”

Oaktree strongly agrees with these sentiments. Ranger is at a critical juncture and facing major decisions that will impact future shareholder value. For this reason, we believe it is imperative that the Board give all shareholders a voice in these decisions through a full shareholder vote. We understand that you are required to hold a shareholder vote for any material change in investment policy; however, we urge you to publicly commit to a full shareholder vote on any future investment management arrangements with which the Board wishes to proceed, regardless of whether it is required.

In our April 11 letter to you, we outlined the structural challenges faced by Ranger as well as the clear shareholder benefits of a wind-down. At such an important time for the Company, we believe it is imperative for you to give all Ranger shareholders a voice in determining the path forward. This would demonstrate that the Board takes its fiduciary obligations to the Company seriously and is acting in the best interests of the Company and of its shareholders as a whole.

Conversely, we believe it would raise significant governance questions if the Board were to adopt a new long-term investment management arrangement – thereby locking in new fees and potentially risking disruption to the existing portfolio – without allowing all shareholders a voice on the matter in an open and transparent way.

We believe that the question of future shareholder value is important for all shareholders and accordingly we will be making this letter public.


/s/ Patrick M. McCaney
Patrick M. McCaney
Managing Director and Portfolio Manager
Value Equities
Oaktree Capital Management, L.P.

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with $121 billion in assets under management as of March 31, 2018. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/.

Sard Verbinnen & Co
John Christiansen
+1 (415) 618-8750
Conrad Harrington
+44 (0) 20 3178 8914

Short Name: Oaktree
Category Code: DOC
Sequence Number: 645939
Time of Receipt (offset from UTC): 20180427T053156+0100