UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 12, 2020

Goldman Sachs Middle Market Lending Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-55746	81-2506508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 West Street, New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 902-0300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.02. Termination of a Material Definitive Agreement.

Immediately prior to and in connection with the completion of the First Merger (as defined below), Goldman Sachs Middle Market Lending Corp. (“MMLC”), repaid in full all outstanding amounts due in connection with, and terminated all commitments under, that certain Senior Secured Revolving Credit Agreement (the “Credit Agreement”), dated as of September 11, 2017 (as amended by that certain First Amendment to the Credit Agreement, dated as of September 17, 2018, and that certain Second Amendment to Credit Agreement, dated as of July 19, 2019), by and among MMLC, the lenders party thereto and SunTrust Bank, as administrative agent.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 12, 2020, Goldman Sachs BDC, Inc. (“GSBD”) completed its previously announced merger with MMLC pursuant to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 11, 2020, by and among GSBD, MMLC, Evergreen Merger Sub Inc., a wholly owned subsidiary of GSBD (“Merger Sub”), and Goldman Sachs Asset Management, L.P. (“GSAM”), investment adviser to each of GSBD and MMLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into MMLC, with MMLC as the surviving corporation (the “First Merger”), and, immediately following the First Merger, MMLC was then merged with and into GSBD, with GSBD as the surviving company (the First Merger and the subsequent merger, collectively, the “Merger”).

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.001 per share, of MMLC (“MMLC Common Stock”) was converted into the right to receive, for each share of MMLC Common Stock, that number of shares of common stock, par value $0.001 per share, of GSBD (“GSBD Common Stock”), with a net asset value (“NAV”) equal to the NAV per share of MMLC Common Stock, in each case calculated as of October 9, 2020. As a result of the Merger, GSBD issued an aggregate of approximately 61,038,632 shares of GSBD Common Stock to former MMLC stockholders.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by MMLC as Exhibit 2.1 to its Current Report on Form 8-K filed on June 11, 2020, which is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 2.01 is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the First Merger, a change in control of MMLC occurred. The information contained in Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, as of the effective time of the First Merger, (i) each of the named executive officers and directors of MMLC ceased to be named executive officers and directors of MMLC and (ii) the directors and officers of Merger Sub as of immediately prior to the effective time of the First Merger became the directors and officers of MMLC.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, the certificate of incorporation of MMLC was amended and restated and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the First Merger, became the bylaws of MMLC (as the surviving corporation in the First Merger). The amended and restated certificate of incorporation and bylaws of MMLC (as the surviving corporation in the First Merger), each as in effect immediately following the effective time of the First Merger, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 12, 2020, GSBD issued a press release announcing, among other things, (i) the completion of the Merger and (ii) that, prior to completion of the Merger, and as previously announced, the board of directors of MMLC declared a special distribution of $75 million, or $1.39 per share (the “MMLC Special Distribution”). The MMLC Special Distribution will be payable on October 30, 2020 to shareholders of record of MMLC as of October 9, 2020. A copy of this press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

This Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Report may constitute forward-looking statements and are not guarantees of future performance or results of the combined company following the Merger and involve a number of risks and uncertainties. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by MMLC with the SEC. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize the anticipated benefits of the Merger, the effect that the consummation of the Merger may have on the trading price of the combined company’s common stock on the New York Stock Exchange; the combined company’s plans, expectations, objectives and intentions as a result of the Merger, future operating results of the combined company, the business prospects of the combined company and the prospects of its 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 the combined company’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. MMLC undertakes any duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Report.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

2.1		Amended and Restated Agreement and Plan of Merger, by and among Goldman Sachs BDC, Inc., Goldman Sachs Middle Market Lending Corp., Evergreen Merger Sub Inc., and Goldman Sachs Asset Management, L.P., dated June 11, 2020 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on June 11, 2020).

3.1		Amended and Restated Certificate of Incorporation of Goldman Sachs Middle Market Lending Corp.

3.2		Amended and Restated Bylaws of Goldman Sachs Middle Market Lending Corp.

99.1		Press Release, dated October 12, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Goldman Sachs Middle Market Lending Corp. has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


		GOLDMAN SACHS MIDDLE MARKET LENDING CORP.

Date: October 13, 2020	By:	/s/ Jonathan Lamm
		Name: Jonathan Lamm
		Title: Chief Financial Officer and Treasurer

Goldman Sachs Middle Market Lending Corp. 8-K