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 GSBDs common stock will consider and vote on GSBDs 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 GSBDs belief regarding future events that, by their nature, are uncertain
and outside of GSBDs 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 GSBDs common stock on the New York Stock Exchange, the combined companys 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 GSBDs and MMLCs
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 SECs web site, http://www.sec.gov or, for documents filed by GSBD, from GSBDs 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.