Goldman Sachs BDC, Inc. (“GSBD”) (NYSE: GSBD) announced today a
change in the location of its Special Meeting of Stockholders (the
“Special Meeting”), at which holders of GSBD’s common stock (“GSBD
Stockholders”) will consider and vote on GSBD’s proposed merger
with Goldman Sachs Middle Market Lending Corp. (“MMLC”), along with
related proposals for which GSBD Stockholder approval will be
sought (collectively, the “Proposals”). In light of public health
concerns relating to the COVID-19 pandemic, the Special Meeting
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.
As described in the proxy materials for the Special Meeting
previously distributed, GSBD Stockholders of record as of the close
of business on August 3, 2020 are entitled to receive notice of the
Special Meeting and vote at the Special Meeting and any
adjournments or postponements thereof. Further information
regarding the Proposals can be found in the proxy materials
previously mailed to GSBD Stockholders and filed with the
Securities and Exchange Commission (“SEC”).
Log-in Instructions. To be admitted to the Special
Meeting, you will need to log-in to
www.virtualshareholdermeeting.com/GSBD2020SM using the 16-digit
control number found on the proxy card, voting instruction form,
notice of internet availability, or email previously sent to GSBD
Stockholders entitled to vote at the Special Meeting. The virtual
meeting platform is supported across browsers (Internet Explorer,
Firefox, Chrome, and Safari) and devices (desktops, laptops,
tablets, and mobile phones) running the latest version of the
applicable software and plugins. Access to the virtual meeting
platform will open shortly prior to the start of the Special
Meeting to allow time for you to log-in and test your device’s
browser.
Technical Assistance. A support line will be available on
the meeting website shortly prior to, and during, the Special
Meeting to assist GSBD Stockholders with any technical difficulties
they may have accessing or hearing the virtual meeting.
Voting Prior to or at the Annual Meeting. An online
portal is available to GSBD Stockholders at www.proxyvote.com where
you can view and download the proxy materials and vote your shares
in advance of the Special Meeting. You may vote your shares during
the Special Meeting (up until the closing of the polls) by
following the instructions available at
www.virtualshareholdermeeting.com/GSBD2020SM during the meeting.
The proxy card and voting instruction form included with the
previously distributed proxy materials (or notice of internet
availability) will not be reissued and may continue to be used to
vote shares in connection with the Special Meeting.
ABOUT GOLDMAN SACHS BDC, INC.
Goldman Sachs BDC, Inc. is a specialty finance company that has
elected to be regulated as a business development company under the
Investment Company Act of 1940. GSBD was formed by The Goldman
Sachs Group, Inc. (“Goldman Sachs”) to invest primarily in
middle-market companies in the United States, and is externally
managed by Goldman Sachs Asset Management, L.P., an SEC-registered
investment adviser and a wholly-owned subsidiary of Goldman Sachs.
GSBD seeks to generate current income and, to a lesser extent,
capital appreciation primarily through direct originations of
secured debt, including first lien debt, unitranche loans,
including last out portions of such loans, and second lien debt,
and unsecured debt, including mezzanine debt, as well as through
select equity investments. For more information, visit
http://www.goldmansachsbdc.com. Information on the website is not
incorporated by reference into this press release and is provided
merely for convenience.
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 the related 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200910005952/en/
Goldman Sachs BDC, Inc. Investor Contact: Florina Mendez,
917-343-7823 Media Contact: Patrick Scanlan, 212-902-6164
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