M&A - Carlyle Secured Lending III

Form Type: 15-12G

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525066352

Filing Summary: On March 27, 2025, Carlyle Secured Lending, Inc. completed its previously announced acquisition of Carlyle Secured Lending III, a Delaware statutory trust, pursuant to the Agreement and Plan of Merger dated August 2, 2024. The acquisition involved a two-step merger process: first, Blue Fox Merger Sub, Inc., a wholly-owned subsidiary of CSL, merged with and into Carlyle Secured Lending III, making it the surviving entity and a direct wholly-owned subsidiary of CSL. Subsequently, Carlyle Secured Lending III was merged into CSL, resulting in CSL as the surviving corporation and terminating the separate statutory trust existence of Carlyle Secured Lending III.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525065939

Filing Summary: On March 27, 2025, Carlyle Secured Lending, Inc. completed the acquisition of Carlyle Secured Lending III as previously announced. This transaction involved a merger agreement dated August 2, 2024, and later amended, where Carlyle Secured Lending, Inc. and its subsidiary merged with Carlyle Secured Lending III, which then became a wholly-owned subsidiary of Carlyle Secured Lending, Inc. During the merger, each common share of CSL III was converted into the right to receive 1.2137 shares of common stock of Carlyle Secured Lending, Inc. This resulted in approximately 18,935,108 shares of common stock being issued to the former shareholders of CSL III. The document outlines the merger details, changes in management and control, and information related to regulatory compliance in connection with the merger. It includes net asset values and exchange ratios that were calculated for the transaction, as well as a joint press release summarizing the voting results from a special meeting of stockholders.

Document Link: View Document

Form Type: N-54C

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525066309

Filing Summary: Carlyle Secured Lending III has filed a notification of withdrawal of its election to be subject to sections 55 through 65 of the Investment Company Act of 1940. The withdrawal is in accordance with section 54(c) of the Act, following a merger agreement dated August 2, 2024, by which Carlyle Secured Lending III merged with Carlyle Secured Lending, Inc. (CSL), making CSL the surviving entity. As a result of this merger, the existence of Carlyle Secured Lending III as a separate statutory trust has concluded. CSL is now regulated as a business development company under section 54(a) of the Act. The notification is signed on behalf of CSL as the successor by merger.

Document Link: View Document

Form Type: 425

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525053054

Filing Summary: Carlyle Secured Lending III is holding a CGBD Special Meeting to approve the issuance of common stock in connection with the proposed merger with CGBD. The Board of Directors recommends that stockholders vote 'FOR' the proposal. The merger is expected to provide significant value and benefits, including increased scale and liquidity, reduced costs, and strong adviser support. A joint proxy statement/information statement/prospectus was filed on January 7, 2025, which contains details of the transaction. Voting will occur until March 25, 2025, at 11:59 pm ET.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001571

Filing Summary: 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

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001562

Filing Summary: 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