M&A: Carlyle Secured Lending, Inc.

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001567

Comments: 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.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001561

Comments: 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.

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Form Type: N-14 8C/A

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001551

Comments: 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.

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