M&A - Carlyle Secured Lending, Inc.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068793

Filing Summary: On March 31, 2025, Carlyle Secured Lending, Inc. reported that Carlyle Secured Lending III (CSL III) was merged with and into the Company. The filing includes details about the earnings presentation delivered to former investors of CSL III, which provided financial results for the fourth quarter and full year ended December 31, 2024. The related earnings presentation is attached as Exhibit 99.1. The information is being furnished under Item 7.01 - Regulation FD Disclosure and is not considered 'filed' under the Exchange Act.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525065938

Filing Summary: On March 27, 2025, Carlyle Secured Lending, Inc. completed its acquisition of Carlyle Secured Lending III (CSL III) through a sequence of mergers. The first merger involved Merger Sub, a wholly-owned subsidiary of CGBD, merging into CSL III, which continued as a wholly-owned subsidiary of CGBD. Then, CSL III was merged into CGBD, with CGBD remaining as the surviving entity. As a result of this transaction, CGBD issued approximately 18,935,108 shares of common stock to former CSL III shareholders based on an exchange ratio of 1.2137 shares of common stock for each CSL III common share. Additionally, a Preferred Stock Exchange Agreement was executed, converting all convertible preferred stock held by Carlyle Investment Management L.L.C. into common stock, eliminating all outstanding preferred shares. This transaction was part of the consummation of the mergers which had been previously approved by stockholders at a Special Meeting held on March 26, 2025. Following these events, a new loan and servicing agreement was established under the CSL III SPV Credit Facility, allowing secured borrowings of $250 million with specific terms outlined in the agreement. The document detailed restrictions and processes involved in stock issuance and merger activities, along with the implications for stockholder’s rights under both the Preferred Stock Exchange and the merge agreements.

Form Type: CORRESP

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001555

Filing Summary: Carlyle Secured Lending, Inc. submitted a correspondence to the SEC regarding updates on their Registration Statement on Form N-14, specifically addressing comments from the SEC staff. The correspondence clarified that Carlyle Investment Management L.L.C. will exchange its CGBD Preferred Stock for CGBD Common Stock, confirming that no preferred shares will remain outstanding at the time of the merger. Additionally, the company revised the termination fee waiver language to indicate that the CSL III Board has decided to waive any termination fees that would have otherwise been due if the Merger Agreement is terminated. This follows staff suggestions made during a call on December 20, 2024. The correspondence also mentions Amendment No. 2 to the Registration Statement being filed concurrently.

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001567

Filing Summary: On January 3, 2025, Carlyle Secured Lending, Inc. entered into an amendment to the Agreement and Plan of Merger with Carlyle Secured Lending III and other related parties, originally dated August 2, 2024. The amendment outlines the allocation of transaction costs related to the mergers, which may reach up to $5 million, to be borne by CGCIM and/or CSL III Advisor, depending on whether the merger closes or the agreement is terminated. If the merger does not close due to the lack of stockholder approval, CSL III Advisor will cover up to $2.5 million of the costs, whereas CGBD will incur its share based on pro rata allocation. The amendment was unanimously approved by CGBD’s board and does not alter the terms of the original merger agreement, which remains in full effect. This filing includes forward-looking statements about the mergers, their anticipated benefits, and associated risks. CGBD has filed a registration statement with the SEC that includes proxy statements and information for stockholders to consider regarding the mergers, emphasizing the importance of thorough examination of these documents once available.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001561

Filing Summary: On January 3, 2025, Carlyle Secured Lending, Inc. entered into an Amendment to the Agreement and Plan of Merger originally dated August 2, 2024, concerning the merger with Carlyle Secured Lending III, Blue Fox Merger Sub, Inc., and their respective advisors. The Amendment outlines the allocation of transaction costs between CGBD and CSL III, establishing that CGCIM and/or CSL III Advisor will cover costs up to $5 million in case of a closing merger, while further terms detail the financial responsibilities should the merger not close due to stockholder approval issues or other reasons. The Amendment was unanimously approved by CGBD's board of directors, maintaining the original Merger Agreement's validity. Forward-looking statements highlight risks associated with the merger's closure, including economic uncertainties and stockholder voting. Additional required filings and documents are discussed, directing stockholders to stay informed through SEC submissions.

Form Type: N-14 8C/A

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001551

Filing Summary: Carlyle Secured Lending, Inc. (CGBD) has filed an amendment to its registration statement to provide details regarding a proposed merger with Carlyle Secured Lending III (CSL III). A special meeting of stockholders is scheduled for March 26, 2025, to vote on the proposal for issuing shares of CGBD Common Stock as part of the merger agreement dated August 2, 2024. The merger involves two stages: CSL III will first merge with a wholly-owned subsidiary of CGBD, and afterward, CSL III will merge with CGBD itself, with CGBD remaining the surviving entity. The document outlines the requirements for stockholder approval, the implications of the merger, and details concerning the exchange ratio for shares based on net asset values. It emphasizes the importance of stockholder votes and provides logistical information about the special meeting and proxy voting procedures. Additionally, it clarifies that the merger is contingent upon approval and satisfying specific closing conditions. Further, the financial considerations, including the maximum cap on the premium over net asset value and financing details for merger-related expenses, are addressed.

Form Type: CORRESP

Filing Date: 2024-12-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312524272506

Filing Summary: Carlyle Secured Lending, Inc. submitted a response on December 6, 2024, to comments from the SEC regarding its Registration Statement on Form N-14 filed on October 7, 2024. The response includes details about the filing of Amendment No. 1, which updates supplemental financial information and confirms compliance with various SEC rules regarding fee disclosures and hyperlinks to incorporated filings. The Company reassures that the mergers do not adversely affect existing shareholders, outlining that the transactions include a first merger aimed at avoiding corporate-level income tax implications. The Company also states it is not currently party to any standstill agreement and reaffirms adherence to investment company regulations throughout the process. Additional confirmations regarding the conditions of the merger, the structures involved, and the necessary approvals for certain shareholder votes are included, emphasizing compliance with the Investment Company Act.