Item 8.01. Other Events.
On September 10, 2020, Goldman Sachs BDC, Inc. ("GSBD") issued a press release
announcing that, due to public health concerns relating to the COVID-19
pandemic, its Special Meeting of Stockholders (the "Special Meeting"), at which
holders of GSBD's common stock will consider and vote on GSBD's proposed merger
with Goldman Sachs Middle Market Lending Corp. ("MMLC"), along with related
proposals for which stockholder approval will be sought, will be held in a
virtual-only format, solely by means of remote communication. As previously
announced, the Special Meeting will be held on Friday, October 2, 2020 at 10:00
a.m., Eastern Time. The virtual meeting and live audio webcast can be accessed
at: www.virtualshareholdermeeting.com/GSBD2020SM.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve
substantial risks and uncertainties, including the impact of COVID-19 on the
business, future operating results, access to capital and liquidity of GSBD and
its portfolio companies. You can identify these statements by the use of
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "project," "target," "estimate," "intend," "continue," or
"believe" or the negatives thereof or other variations thereon or comparable
terminology. You should read statements that contain these words carefully
because they discuss our plans, strategies, prospects and expectations
concerning our business, operating results, financial condition and other
similar matters. These statements represent GSBD's belief regarding future
events that, by their nature, are uncertain and outside of GSBD's control. There
are likely to be events in the future, however, that we are not able to predict
accurately or control. Any forward-looking statement made by us in this press
release speaks only as of the date on which we make it. Factors or events that
could cause our actual results to differ, possibly materially from our
expectations, include, but are not limited to, the ability of the parties to
consummate the merger on the expected timeline, or at all, failure of GSBD or
MMLC to obtain the requisite stockholder approval for the Proposals (as defined
below) set forth in the Proxy Statement (as defined below), the ability to
realize the anticipated benefits of the merger, effects of disruption on the
business of GSBD and MMLC from the proposed merger, the effect that the
announcement or consummation of the merger may have on the trading price of
GSBD's common stock on the New York Stock Exchange, the combined company's
plans, expectations, objectives and intentions as a result of the merger, any
decision by MMLC to pursue continued operations, any termination of the Amended
and Restated Merger Agreement, future operating results of GSBD or MMLC, the
business prospects of GSBD and MMLC and the prospects of their portfolio
companies, actual and potential conflicts of interests with GSAM and other
affiliates of Goldman Sachs, general economic and political trends and other
factors, the dependence of GSBD's and MMLC's future success on the general
economy and its effect on the industries in which they invest; and future
changes in laws or regulations and interpretations thereof, and the risks,
uncertainties and other factors we identify in the sections entitled "Risk
Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in
filings we make with the SEC, including those contained in the Proxy Statement,
when such documents become available, and it is not possible for us to predict
or identify all of them. We undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Additional Information and Where to Find It
This communication relates to a proposed business combination involving GSBD and
MMLC, along with related proposals for which stockholder approval will be sought
(collectively, the "Proposals"). In connection with the Proposals, each of GSBD
and MMLC has filed relevant materials with the SEC, including a registration
statement on Form N-14, which includes a joint proxy statement of GSBD and MMLC
and a prospectus of GSBD (the "Proxy Statement"). The Proxy Statement was mailed
to stockholders of GSBD and MMLC on or about August 11, 2020. This communication
does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act. STOCKHOLDERS OF EACH OF GSBD AND MMLC ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GSBD, MMLC, THE
MERGER AND THE PROPOSALS. Investors and security holders will be able to obtain
the documents filed with the SEC free of charge at the SEC's web
site, http://www.sec.gov or, for documents filed by GSBD, from GSBD's website
at http://www.GoldmanSachsBDC.com.
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Participants in the Solicitation
GSBD and MMLC and their respective directors, executive officers and certain
other members of management and employees of GSAM and its affiliates, may be
deemed to be participants in the solicitation of proxies from the stockholders
of GSBD and MMLC in connection with the Proposals. Information about the
directors and executive officers of GSBD and MMLC is set forth in the Proxy
Statement. Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the GSBD and MMLC
stockholders in connection with the Proposals are contained in the Proxy
Statement and other relevant materials filed with the SEC. This document may be
obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release, dated September 10, 2020.
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