UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Merger Agreement
On July 11, 2025, Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the “Company” or “MMLC II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Goldman Sachs Private Credit Corp., a Delaware corporation (“GSCR”) and Goldman Sachs Asset Management, L.P., a Delaware limited partnership and the investment adviser to each of the Company and GSCR (the “Adviser”). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Company will merge with and into GSCR, with GSCR continuing as the surviving company (the “Merger”). The boards of directors of both the Company and GSCR, including all of their respective independent directors, in each case, on the recommendation of a committee (such company’s “Special Committee”) comprised solely of certain, separate independent directors of the Company or GSCR, as applicable, have approved the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Merger Agreement further provides that, at the Effective Time, each share of common stock, $0.001 par value per share, of the Company (“MMLC II Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by the Company, GSCR, or any of their respective consolidated subsidiaries and shares, if any, held by any person who is entitled to demand (and properly demands) appraisal of such shares, will be converted into the right to receive, in cash, the quotient of (i) the closing MMLC II net asset value (“NAV”) divided by (ii) the number of shares of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time (the “MMLC II Per Share Cash Amount”).
Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), the Adviser, on behalf of the Company, will deliver to GSCR the Adviser’s calculation of the Company’s NAV as of such date (such calculation, the “Closing MMLC II NAV”), which calculation shall be approved by the Company’s board of directors (the “MMLC II Board”), including the Special Committee. The Adviser will calculate NAV using the policies, assumptions, methodologies and adjustments approved by the MMLC II Board for valuing the securities and other assets of the Company under Rule 2a-5 of the Investment Company Act of 1940, as amended. The parties have agreed to calculate the MMLC II Per Share Cash Amount based on such calculations.
The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of GSCR’s and the Company’s businesses during the period prior to the Effective Time. The Company has agreed to prepare and file a proxy statement with the U.S. Securities Exchange and Commission (“SEC”) and to convene and hold a stockholder meeting for the purpose of obtaining the approval required of the Company’s stockholders in connection with the Merger. The MMLC II Board has recommended that the Company’s stockholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement.
The Merger Agreement provides that the Company may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, the MMLC II Board may, subject to certain conditions, change its recommendation to its stockholders, terminate the Merger Agreement and enter into an agreement with respect to a superior alternative proposal if it determines in good faith, after consultation with its outside legal counsel, and with respect to financial matters, any financial advisor, that the failure to take such action would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of the Company under applicable law (taking into account any changes to the Merger Agreement proposed by GSCR).
Consummation of the Merger, which is currently anticipated to occur during the fourth quarter of calendar year 2025, is subject to conditions in the Merger Agreement, including among other things (1) requisite approval of the Company’s stockholders, (2) the absence of certain legal impediments to the consummation of the Merger or pending litigation by any governmental entity challenging or seeking to enjoin, restrain or make illegal the Merger or the other transactions contemplated by the Merger Agreement, (3) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (4) the absence of a MMLC II Material Adverse Effect (as defined in the Merger Agreement) and (5) required regulatory approvals.
The Merger Agreement also contains termination rights in favor of the Company and GSCR, including among other things: (i) if the Merger is not completed on or before March 24, 2026, or (ii) if the requisite approval of the Company’s stockholders is not obtained.
The description above is only a summary of the material provisions of the Merger Agreement and is qualified in its entirety by reference to a copy of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the SEC. Neither the Company nor GSCR undertakes any duty to revise or update any forward-looking statement made herein except as required by applicable law, including the rules and regulations of the SEC. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although neither the Company nor GSCR undertakes any duty 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 the Company may make directly to you or through reports that the Company in the future may file with the SEC, including without limitation, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition, or the Merger, along with the related proposal for which approval of the Company’s stockholders will be sought. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those contained in any forward-looking statements, including, among other things, risks and uncertainties associated with (i) the ability of the parties to consummate the Merger on the expected timeline, if at all; (ii) the failure of the Company’s stockholders to approve the proposal submitted for their approval; (iii) the ability to realize the anticipated benefits of the Merger; (iv) the effects of disruption on the business of the Company from the Merger and risks related to diverting management’s attention from ongoing business operations; (v) the combined company’s plans expectations, objectives and intentions, as a result of the Merger; (vi) any potential termination of the Merger Agreement or action of the Company’s stockholders with respect to the Merger; (vii) the possibility that competing offers or acquisition proposals will be made; (viii) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (ix) any operational uncertainties and contractual restrictions while the Merger is pending; (x) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (xi) disruptions in the capital markets, market conditions, and general economic uncertainty; (xii) changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic; (xiii) the impact on the Company’s and GSCR’s business of U.S. and international financial reform legislation, rules and regulations, including trade policy developments, tariffs and other trade restrictions; (xiv) uncertainty surrounding the financial and political
stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and conflict in the Middle East; (xv) our business prospects and the prospects of our portfolio companies; (xvi) the impact of investments that we expect to make and increased competition; (xvii) the dependence of our future success on the general economy and its impact on the industries in which we invest; (xviii) the ability of our current and prospective portfolio companies to achieve their objectives; (xix) the use of borrowed money to finance a portion of our investments; (xx) our ability to make distributions; (xxi) the adequacy of our cash resources and working capital; (xxii) the impact of future acquisitions and divestitures; (xxiii) our ability to maintain our status as a BDC; and (xxiv) our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended, as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC. Although neither the Company nor GSCR undertakes any 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 they it make directly to you or through reports that the Company or GSCR in the future may file with the SEC, including, among other things, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on 8-K. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Additional Information and Where to Find It
This communication relates to the proposed Merger involving the Company and GSCR, along with the related proposal for which MMLC II stockholder approval will be sought. In connection with the such proposal, the Company will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF THE COMPANY REGARDING THE PROPOSAL WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND THE PROPOSAL. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov.
Participants in the Solicitation
The Company, its directors, certain of its executive officers and certain employees and officers of the Adviser and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about directors and executive officers of the Company is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2025. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the Merger will be contained in the proxy statement described above when such document becomes available. This documents may be obtained free of charge from the SEC’s website at www.sec.gov.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 2.1* | Agreement and Plan of Merger, dated July 11, 2025, by and among Goldman Sachs Private Credit Corp., Goldman Sachs Middle Market Lending Corp. II and Goldman Sachs Asset Management, L.P. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDMAN SACHS MIDDLE MARKET LENDING CORP. (Registrant) | ||||||
| Date: July 11, 2025 | By: | /s/ Alex Chi | ||||
| Name: | Alex Chi | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||