M&A - Goldman Sachs Private Credit Corp.

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Form Type: 8-K

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525158236

Filing Summary: On July 11, 2025, Goldman Sachs Private Credit Corp. entered into a Merger Agreement with Goldman Sachs Middle Market Lending Corp. II and Goldman Sachs Asset Management, L.P. Under the terms of the Merger Agreement, MMLC II will merge into the Company, which will continue as the surviving entity. The merger has been approved by the boards of both companies, including a special committee of independent directors. The merger anticipates each share of MMLC II common stock will be converted into a cash amount based on MMLC II's net asset value prior to the merger. The MMLC II Board has recommended the stockholders approve the merger. The merger is expected to close in the fourth quarter of 2025, pending approvals and absence of legal impediments. The merger agreement includes termination rights and stipulations for communication and negotiation around alternative proposals. Forward-looking statements regarding the merger's approval and benefits highlight potential risks and the need for further regulatory and shareholder actions.

Additional details:

Merger Agreement Date: 2025-07-11


Surviving Company: Goldman Sachs Private Credit Corp.


Merger Target: Goldman Sachs Middle Market Lending Corp. II


Adviser: Goldman Sachs Asset Management, L.P.


Expected Close: fourth quarter of 2025


Stockholder Meeting Required: true


Termination Rights: if the merger is not completed on or before March 24, 2026 or if MMLC II's stockholder approval is not obtained


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