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