10/14/2025 | Press release | Distributed by Public on 10/14/2025 14:02
| Item 8.01 |
Other Events |
On October 14, 2025, Goldman Sachs Private Credit Corp., a Delaware corporation (the "Company"), completed its previously announced acquisition of Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation ("MMLC II"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 11, 2025, by and among the Company, MMLC II and Goldman Sachs Asset Management, L.P., a Delaware limited partnership and the investment adviser to each of the Company and MMLC II (the "Adviser"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), MMLC II merged with and into the Company, with the Company continuing as the surviving company (the "Merger").
In accordance with the terms of the Merger Agreement, at the Effective Time, each share of common stock, $0.001 par value per share, of MMLC II ("MMLC II Common Stock") issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by MMLC II, the Company, or any of their respective consolidated subsidiaries, was converted into the right to receive an amount in cash equal to $18.41 per share.
As a result of the Merger, the Company will pay approximately $441.2 million to MMLC II's former common stockholders, prior to any adjustment for shares, if any, held by any person who is entitled to demand (and properly demands) appraisal of their shares of MMLC II Common Stock.
The description above is only a summary of the Merger Agreement and is qualified in its entirety by reference to a copy of the Merger Agreement, which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-Kfiled on July 11, 2025 and is incorporated by reference herein.