UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~August~~September 1410, 2020 ~~(August 13, 2020)~~

Goldman Sachs Middle Market Lending Corp.

(Exact name of registrant as specified in charter)

Delaware	000-55746	81-2506508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)


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

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:

☒	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))

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

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 28.0201. –Other ~~Results of Operations and Financial Condition~~Events.

On ~~August~~September 1310, 2020, Goldman Sachs Middle Market Lending Corp. (~~the~~ “~~Company~~MMLC”) ~~provided~~issued a ~~pre-recorded~~press release announcing that, due to public health concerns ~~podcast~~relating ~~discussing~~to the COVID-19 pandemic, its ~~financial~~Special ~~results~~Meeting ~~for~~of Stockholders (the ~~second~~“Special ~~quarter~~Meeting”), ~~ended~~at ~~June 30~~which holders of MMLC’s common stock will consider and vote on MMLC’s proposed merger with Goldman Sachs BDC, ~~2020~~Inc. (“GSBD”), toalong ~~its~~with ~~shareholders~~a ofrelated ~~record~~proposal asfor which stockholder approval will be sought, will be held in a virtual-only format, solely by means of ~~June~~remote communication. As previously announced, the Special Meeting will be held on Friday, October 302, 2020 at 10:30 a.m., AEastern ~~copy~~Time. ofThe ~~the~~virtual ~~podcast~~meeting ~~transcript~~and islive ~~attached~~audio ~~hereto~~webcast ascan ~~Exhibit~~be 99accessed at: www.1virtualshareholdermeeting.com/MMLC2020SM.

~~The~~A ~~information~~copy ~~disclosed in this Item 2.02 and Item 7.01~~ of ~~this~~the ~~Current~~press ~~Report~~release onis ~~Form~~filed ~~8-K,~~as ~~including~~ Exhibit 99.1 ~~attached~~ hereto, ~~is being “furnished”~~ and ~~shall~~is not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated byherein ~~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~~.

~~Item~~FORWARD-LOOKING ~~7.01~~STATEMENTS ~~– Regulation FD Disclosure.~~

~~The~~This press release may ~~disclosure~~contain ~~contained~~forward-looking instatements ~~Item~~that 2involve substantial risks and uncertainties, including the impact of COVID-19 on the business, future operating results, access to capital and liquidity of MMLC and its portfolio companies.02 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 MMLC’s belief regarding future events that, by their nature, are uncertain and outside of MMLC’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 ~~Current~~press ~~Report~~release speaks only as of the date on ~~Form~~which 8we 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-KLooking isStatements” ~~hereby~~in ~~incorporated~~filings we make with the SEC, including those contained in ~~this~~the ~~Item~~Proxy 7Statement, when such documents become available, and it is not possible for us to predict or identify all of them.01 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 ~~reference~~law.

~~Item~~Additional ~~9.01.~~Information ~~Financial~~and ~~Statements~~Where ~~and~~to ~~Exhibits.~~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 (dcollectively, the “Proposals”). ~~Exhibits~~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.

Exhibit No.		Description
99.1		Transcript of the Goldman Sachs Middle Market Lending Corp. Pre-Recorded Podcast

Participants in the Solicitation

~~SIGNATURES~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated September 10, 2020.

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 Middle Market Lending Corp.

Date: August 14, 2020

/s/ Brendan McGovern

Name: Brendan McGovern

Title: Chief Executive Officer and President

Filing Compare · Goldman Sachs Middle Market Lending Corp.