M&A - Goldman Sachs Middle Market Lending Corp. II

Form Type: 8-K

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525158218

Filing Summary: On July 11, 2025, Goldman Sachs Middle Market Lending Corp. II entered into a Merger Agreement with Goldman Sachs Private Credit Corp. and Goldman Sachs Asset Management, L.P. According to the Merger Agreement, at the Effective Time, Goldman Sachs Middle Market Lending Corp. II will merge with and into Goldman Sachs Private Credit Corp., which will be the surviving entity. The agreement stipulates that each share of Goldman Sachs Middle Market Lending Corp. II common stock will be converted into cash equivalent to the net asset value (NAV) per share at the time before the merger. The Adviser is tasked with calculating the NAV based on stipulated policies and guidelines approved by the board of directors. Conditions to consummate the merger include stockholder approval, legal clearance, and the absence of major adverse changes. The merger is expected to conclude in the fourth quarter of 2025, subject to various conditions including shareholder votes and regulatory approvals. The document emphasizes the importance of reading all relevant documents when they become available to gain a complete understanding of the merger and its implications for stockholders.

Form Type: DEFA14A

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525158221

Filing Summary: On July 11, 2025, Goldman Sachs Middle Market Lending Corp. II entered into a Merger Agreement with Goldman Sachs Private Credit Corp. The agreement stipulates that Goldman Sachs Middle Market Lending Corp. II will merge with Goldman Sachs Private Credit Corp., which will serve as the surviving entity. The Merger raises the issue of converting outstanding shares of Goldman Sachs Middle Market Lending Corp. II Common Stock into cash equivalent to the net asset value of the shares just before the Merger takes effect, minus any appraisal rights. Both boards unanimously approved the agreement and will hold a stockholder meeting to secure the necessary approvals. The completion of the Merger is anticipated in the fourth quarter of 2025, subject to receiving stockholder approval and meeting certain conditions outlined in the Merger Agreement. The document also details the operation of both companies leading up to the Merger and outlines certain representations, warranties, and covenants. Forward-looking statements contained in the report caution about potential risks affecting the Merger's timeline and overall results.