M&A: Carlyle Secured Lending III
Form Type: 425
Filing Date: 2025-01-03
Corporate Action: Merger
Type: New
Accession Number: 000119312525001571
Comments: On January 3, 2025, Carlyle Secured Lending III (CSL III) amended the Agreement and Plan of Merger previously entered into with Carlyle Secured Lending, Inc., Blue Fox Merger Sub, Inc., and their respective advisors. The Amendment outlines details regarding transaction costs associated with the merger, including caps on costs and allocation responsibilities among the parties involved. Up to $5 million worth of transaction costs will be borne mutually between CSL III and Carlyle Global Credit Investment Management depending on whether the merger closes or is called off due to various conditions. The board of trustees of CSL III unanimously approved this Amendment. Forward-looking statements regarding future operating results, business prospects, and regulatory risks associated with the merger are also included, along with warnings of potential costs and risks involved with stockholder approval processes and external economic factors.
Document Link: View Document
Additional details:
Date Of Report: 2025-01-03
State Of Incorporation: Delaware
Irs Employer Id: 86-6498423
Address: One Vanderbilt Avenue, Suite 3400 New York, New York, 10017
Telephone Number: (212) 813-4900
Effective Date Of Registration: not applicable
Merger Agreement Date: August 2, 2024
Transaction Cost Cap: $5 million
Shareholder Approval Required: yes
Pro Rata Share Basis: relative net assets
Termination Conditions: various reasons for non-approval and associated costs
Form Type: 8-K
Filing Date: 2025-01-03
Corporate Action: Merger
Type: Update
Accession Number: 000119312525001562
Comments: On January 3, 2025, Carlyle Secured Lending III (CSL III), alongside other parties involved, amended the Agreement and Plan of Merger dated August 2, 2024, with Carlyle Secured Lending, Inc. and related entities. The Amendment outlines how transaction costs related to the Merger will be allocated among the involved parties, with specific provisions based on whether the merger closes or not and the manner in which costs will be shared. The board of trustees of CSL III unanimously approved the Amendment. The document also contains forward-looking statements regarding the potential outcomes and risks associated with the merger. Shareholders are advised to read the associated Proxy Statement and Information Statement when available.
Document Link: View Document
Additional details:
Item Type: amendment_date
Item Value: 2025-01-03
Item Type: original_agreement_date
Item Value: 2024-08-02
Item Type: total_transaction_costs_limit
Item Value: 5000000
Item Type: cs_specific_costs_limit
Item Value: 2500000
Item Type: number_of_parties_involved
Item Value: 5
Item Type: state_of_incorporation
Item Value: Delaware