UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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-K filed on July 11, 2025 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 2.1* | Agreement and Plan of Merger, dated July 11, 2025, by and among Goldman Sachs Private Credit Corp., Goldman Sachs Middle Market Lending Corp. II and Goldman Sachs Asset Management, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 814-01627), filed on July 11, 2025). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Goldman Sachs Private Credit Corp. (Registrant) | ||||||
| Date: October 14, 2025 | By: | /s/ Vivek Bantwal | ||||
| Name: | Vivek Bantwal | |||||
| Title: | Co-Chief Executive Officer | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer | |||||