UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 212, 2020

Goldman Sachs Middle Market Lending Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-55746	81-2506508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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 (see General Instruction A.2. below):

☒☐ 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))

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 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~Goldman~~Immediately ~~Sachs~~prior ~~Middle~~to ~~Market~~and ~~Lending~~in ~~Corp.~~connection ~~(“MMLC”)~~with ~~held~~the ~~its~~completion ~~Special~~of ~~Meeting~~the ofFirst ~~Stockholders~~Merger (~~the~~as ~~“Special~~defined ~~Meeting”~~below) ~~on October 2~~, ~~2020.~~Goldman AsSachs ofMiddle ~~August 3,~~Market ~~2020~~Lending Corp. (“MMLC”), ~~the~~repaid ~~record~~in ~~date~~full ~~for~~all ~~the~~outstanding ~~determination~~amounts ofdue ~~stockholders~~in ~~entitled~~connection ~~to notice of~~with, and toterminated ~~vote~~all ~~at,~~commitments ~~the Special Meeting~~under, ~~53,844,946~~that ~~shares~~certain ofSenior ~~MMLC’s~~Secured ~~common~~Revolving ~~stock,~~Credit ~~$0.001~~Agreement ~~par~~(the ~~value~~“Credit ~~per share~~Agreement”), ~~were eligible~~dated toas beof ~~voted~~September 11, ~~and~~2017 (as ~~32,921,777~~amended ofby ~~those~~that ~~shares~~certain ~~were~~First ~~voted~~Amendment into ~~person or by proxy at~~ the ~~Special~~Credit ~~Meeting.~~Agreement, ~~Stockholders~~dated ~~were~~as ~~asked~~of toSeptember 17, ~~consider~~2018, and ~~act~~that ~~upon~~certain ~~the~~Second ~~following~~Amendment ~~proposals~~to ~~(the~~Credit ~~“Proposals”)~~Agreement, ~~each~~dated as of ~~which~~July 19, ~~was~~2019), ~~described~~by ~~in MMLC’s~~and ~~joint~~among ~~proxy statement/prospectus~~MMLC, asthe ~~amended,~~lenders ~~filed~~party ~~with~~thereto ~~the Securities~~ and SunTrust ~~Exchange Commission (“SEC”) on August 4~~Bank, ~~2020~~as ~~(the~~administrative ~~“Proxy~~agent. ~~Statement”):~~

•Item ~~Proposal No~~2.01. 1Completion ~~– To approve the Amended and Restated Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of ~~June 11, 2020 (the “Merger Agreement”), by and among Goldman Sachs BDC, Inc~~Assets., a Delaware corporation (“GSBD”), MMLC, Evergreen Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of GSBD, and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (the “MMLC Merger Proposal”); and

•On ~~Proposal~~October 12, No2020, Goldman Sachs BDC, Inc. 2(“GSBD”) –completed Toits ~~approve~~previously anannounced merger with MMLC pursuant to that certain Amended and Restated ~~Certificate~~Agreement and Plan of ~~Incorporation~~Merger (the “Merger Agreement”), dated as of June 11, 2020, by and among GSBD, ~~which~~MMLC, ~~would~~Evergreen ~~restrict~~Merger ~~stockholders~~Sub ~~that~~Inc., ~~acquire~~a ~~shares~~wholly owned subsidiary of GSBD ~~common~~(“Merger ~~stock~~Sub”), ~~$0.001~~and ~~par~~Goldman ~~value~~Sachs ~~per~~Asset Management, ~~share~~L.P. (“GSAM”), investment adviser to each of GSBD ~~Common~~and ~~Stock”)~~MMLC. ~~pursuant~~Pursuant to the Merger Agreement, ~~from~~Merger ~~transferring~~Sub ~~such~~was ~~shares~~first ~~for~~merged ~~certain~~with ~~periods~~and ofinto ~~time~~MMLC, with MMLC as the surviving corporation (the “First Merger”), and, immediately following the First Merger, MMLC ~~Charter~~was ~~Amendment~~then ~~Proposal~~merged with and into GSBD, with GSBD as the surviving company (the First Merger and the subsequent merger, collectively, the “Merger”).

~~The~~In ~~MMLC~~accordance ~~Merger~~with ~~Proposal~~the ~~was~~terms ~~approved~~of bythe ~~MMLC’s~~Merger ~~stockholders~~Agreement, at the ~~Special~~effective ~~Meeting~~time of the Merger, each outstanding share of common stock, par value $0.001 ~~The~~per ~~votes~~share, of MMLC (“MMLC Common Stock”) was converted into the right to receive, for each share of MMLC Common Stock, ~~votes~~that ~~against~~number of shares of common stock, par value $0.001 per share, of GSBD (“GSBD Common Stock”), with a net asset value ~~and~~(“NAV”) ~~abstentions~~equal ~~are~~to ~~set~~the ~~forth~~NAV ~~below:~~per share of MMLC Common Stock, in each case calculated as of October 9, 2020. As a result of the Merger, GSBD issued an aggregate of approximately 61,038,632 shares of GSBD Common Stock to former MMLC stockholders.

~~All~~The ~~MMLC~~foregoing description of the Merger ~~Proposal~~Agreement ~~votes~~is ~~cast:~~a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by MMLC as Exhibit 2.1 to its Current Report on Form 8-K filed on June 11, 2020, which is incorporated herein by reference.

Votes For		Votes Against		Abstain		Broker Non-Votes
29,547,116		2,924,085		450,576		0

Item 3.03. Material Modification to Rights of Security Holders.

~~MMLC~~The ~~Merger~~information ~~Proposal~~contained ~~votes~~in ~~cast~~Item by2.01 ~~stockholders~~is ofincorporated ~~MMLC~~herein ~~other~~by ~~than~~reference. ~~GSAM and its Affiliates (as defined in the Merger Agreement):~~

Votes For		Votes Against		Abstain		Broker Non-Votes
29,491,260		2,924,085		450,576		0

Item 5.01. Changes in Control of Registrant.

~~The~~As ~~MMLC~~a result ~~Charter~~of ~~Amendment~~the ~~Proposal~~First ~~was~~Merger, ~~also~~a ~~approved~~change byin ~~the~~control of MMLC’s ~~stockholders at the Special Meeting~~occurred. The ~~votes~~information ~~for, votes~~contained ~~against~~in ~~and~~Item ~~abstentions~~2.01 ~~are~~is ~~set~~incorporated ~~forth~~herein ~~below:~~by reference.

Votes For		Votes Against		Abstain		Broker Non-Votes
29,261,987		3,084,043		575,747		0

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Pursuant ~~7.01~~to ~~Regulation~~the FDterms ~~Disclosure~~of the Merger Agreement, as of the effective time of the First Merger, (i) each of the named executive officers and directors of MMLC ceased to be named executive officers and directors of MMLC and (ii) the directors and officers of Merger Sub as of immediately prior to the effective time of the First Merger became the directors and officers of MMLC.

OnItem ~~October 2,~~5.03. ~~2020,~~Amendments ~~MMLC~~to ~~issued~~Articles ~~a joint press release with GSBD announcing, among other things, the voting results at the Special Meeting. A copy~~ of ~~this~~Incorporation ~~press~~or ~~release~~Bylaws; isChanges ~~attached~~in ~~hereto~~Fiscal ~~as Exhibit 99~~Year.1.

~~The~~Pursuant ~~information~~to inthe ~~Item~~terms ~~7.01~~ of ~~this~~the ~~Current~~Merger ~~Report~~Agreement, onat ~~Form~~the ~~8-K~~effective ~~(this~~time ~~“Report”)~~of the First Merger, ~~including~~the ~~Exhibit~~certificate ~~99.1~~of ~~furnished~~incorporation ~~herewith,~~of isMMLC ~~being~~was ~~furnished~~amended and ~~shall~~restated ~~not~~and the bebylaws ~~deemed~~of ~~“filed”~~Merger ~~for~~Sub, ~~any~~as ~~purpose~~in ofeffect ~~Section 18~~immediately ofprior to the ~~Securities~~effective ~~Exchange~~time ~~Act~~ of ~~1934~~the First Merger, ~~as amended~~became (the ~~“Exchange~~bylaws ~~Act”),~~of orMMLC ~~otherwise~~(as ~~subject~~the tosurviving ~~the~~corporation ~~liabilities~~in ofthe ~~such~~First ~~Section~~Merger). The ~~information~~amended inand ~~this~~restated ~~Report~~certificate ~~shall~~of ~~not~~incorporation beand ~~deemed~~bylaws toof MMLC be(as ~~incorporated~~the bysurviving ~~reference~~corporation ~~into~~in ~~any~~the ~~filing~~First ~~under~~Merger), ~~the~~each ~~Securities~~as ~~Act~~in ofeffect ~~1933,~~immediately asfollowing ~~amended (~~the ~~“Securities~~ ~~Act”),~~effective ortime of the ~~Exchange~~First ~~Act~~Merger, ~~except~~are attached hereto as ~~shall~~Exhibits be3.1 ~~expressly~~and ~~set~~3.2, ~~forth~~respectively, byand ~~specific~~are ~~reference~~incorporated inherein ~~such~~by ~~filing~~reference.

~~A copy of the press release is filed as Exhibit 99.~~1 ~~hereto and is incorporated herein by reference.~~

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

~~This~~On Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Report may constitute forward-looking statements and are not guarantees of future performance or results of GSBDOctober 12, ~~MMLC~~2020, ~~or,~~GSBD ~~following~~issued ~~the Merger, the combined company and involve~~ a ~~number~~press ofrelease ~~risks and uncertainties. Such forward-looking statements may include statements preceded by~~announcing, ~~followed~~among byother ~~or that otherwise include the words “may~~things,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. Actual results may differ materially from those in (i) the ~~forward-looking~~completion ~~statements as a result~~ of ~~a number of factors, including those described from time to time in filings made by GSBD and MMLC with~~ the SEC, including those contained in the Proxy Statement. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability of the parties to consummate the Merger onand ~~the expected timeline~~(ii) that, orprior ~~at all, the~~to ~~ability~~completion ~~to realize the anticipated benefits~~ of the Merger, ~~effects of disruption on the business of GSBD~~ and ~~MMLC~~as ~~from~~previously ~~the proposed Merger~~announced, the ~~effect~~board ~~that~~of ~~the~~directors ~~announcement or consummation~~ of ~~the~~MMLC ~~Merger~~declared ~~may~~a ~~have~~special ondistribution ~~the trading price~~ of ~~GSBD Common Stock on the New York Stock Exchange; the combined company’s plans~~$75 million, ~~expectations,~~or ~~objectives~~$1.39 ~~and~~per ~~intentions~~share ~~as a result of~~ (the ~~Merger,~~“MMLC ~~any~~Special ~~decision~~Distribution”). byThe MMLC toSpecial ~~pursue~~Distribution ~~continued~~will ~~operations,~~be ~~any termination of the Merger Agreement, future~~payable ~~operating~~on ~~results of GSBD or MMLC~~October 30, ~~the~~2020 ~~business~~to ~~prospects~~shareholders of ~~GSBD~~record ~~and~~of MMLC ~~and~~as ~~the prospects~~ of ~~their portfolio companies~~October 9, ~~actual~~2020. ~~and~~A ~~potential~~copy ~~conflicts~~ of ~~interests~~this ~~with~~press ~~GSAM~~release ~~and~~is ~~other~~attached ~~affiliates~~hereto ofas ~~Goldman~~Exhibit 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 thereof99. ~~Neither GSBD nor MMLC undertakes any duty to update any forward-looking statement made herein~~1. ~~All forward-looking statements speak only as of the date of this Report.~~

~~Additional~~The ~~Information~~information in Item 7.01 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1 furnished herewith, is being furnished and ~~Where~~shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~Find~~the Itliabilities of such Section. The information in this Report shall not be deemed to be incorporated by 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.

~~This communication~~A ~~relates~~copy ~~to a proposed business combination involving GSBD and MMLC. Each~~ of ~~GSBD~~the ~~and~~press ~~MMLC~~release ~~has~~is filed ~~relevant~~as ~~materials~~Exhibit ~~with the SEC, including the Proxy Statement~~99.1 ~~The~~hereto ~~Proxy Statement was mailed to stockholders of GSBD~~ and ~~MMLC~~is onincorporated ~~or about~~herein 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~~reference. ~~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~~FORWARD-LOOKING inSTATEMENTS ~~the Solicitation~~

~~GSBD~~This ~~and~~Report ~~MMLC~~may ~~and their~~contain ~~respective~~“forward-looking ~~directors,~~statements” ~~executive~~within ~~officers~~the ~~and~~meaning ~~certain~~of the Private Securities Litigation Reform Act of 1995. Statements other ~~members~~than statements of ~~management~~historical facts included in this Report may constitute forward-looking statements and ~~employees~~are not guarantees of ~~GSAM~~future performance or results of the combined company following the Merger and ~~its~~involve ~~affiliates~~a number of risks and uncertainties. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” be“might,” ~~deemed~~“will,” to“intend,” be“should,” ~~participants~~“could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. Actual results may differ materially from those in the ~~solicitation~~forward-looking statements as a result of ~~proxies~~a number of factors, including those described from ~~the~~time ~~stockholders~~to oftime ~~GSBD~~in filings ~~and~~made by MMLC with the SEC. Certain factors could cause actual results to differ materially from those projected in ~~connection~~these ~~with~~forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize ~~Proposals.~~the ~~Information~~anticipated ~~about~~benefits of the ~~directors~~Merger, ~~and~~the ~~executive~~effect ~~officers~~that the consummation of ~~GSBD~~the ~~and~~Merger ~~MMLC~~may ishave ~~set~~on ~~forth~~the intrading price of the ~~Proxy~~combined ~~Statement.~~company’s ~~Information~~common ~~regarding~~stock on the ~~persons~~New ~~who~~York ~~may,~~Stock ~~under~~Exchange; the ~~rules~~combined company’s plans, expectations, objectives and intentions as a result of the ~~SEC~~Merger, befuture ~~considered~~operating ~~participants~~results inof the ~~solicitation~~combined company, the business prospects of the ~~GSBD~~ combined company and ~~MMLC~~the ~~stockholders~~prospects inof ~~connection~~its portfolio companies, actual and potential conflicts of interests with ~~the~~GSAM and ~~Proposals~~other ~~are~~affiliates ~~contained~~of inGoldman ~~the~~Sachs, ~~Proxy~~general ~~Statement~~economic and political trends and other ~~relevant~~factors, ~~materials~~the ~~filed~~dependence ~~with~~of the ~~SEC~~combined company’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. ~~This~~MMLC ~~document~~undertakes ~~may~~any beduty ~~obtained~~to ~~free~~update ofany ~~charge~~forward-looking ~~from~~statement made herein. All forward-looking statements speak only as of the ~~sources~~date ~~indicated~~of ~~above~~this Report.

~~Item~~2 ~~9.01 Financial Statements and Exhibits.~~

~~(d) Exhibits~~Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release, dated October 2, 2020.

(d) Exhibits.


Exhibit Number		Description

2.1		Amended and Restated Agreement and Plan of Merger, by and among Goldman Sachs BDC, Inc., Goldman Sachs Middle Market Lending Corp., Evergreen Merger Sub Inc., and Goldman Sachs Asset Management, L.P., dated June 11, 2020 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on June 11, 2020).

3.1		Amended and Restated Certificate of Incorporation of Goldman Sachs Middle Market Lending Corp.

3.2		Amended and Restated Bylaws of Goldman Sachs Middle Market Lending Corp.

99.1		Press Release, dated October 12, 2020.

~~SIGNATURES~~3

~~Pursuant~~SIGNATURES to the requirements of the Securities Exchange Act of 1934, Goldman Sachs Middle Market Lending Corp. has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, Goldman Sachs Middle Market Lending Corp. has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


		GOLDMAN SACHS MIDDLE MARKET LENDING CORP.

Date: October 13, 2020	By:	/s/ Jonathan Lamm
		Name: Jonathan Lamm
		Title: Chief Financial Officer and Treasurer

GOLDMAN SACHS MIDDLE MARKET LENDING CORP.

Date: October 2, 2020

/s/ Jonathan Lamm

Name: Jonathan Lamm

Title: Chief Financial Officer and Treasurer

Filing Compare · Goldman Sachs Middle Market Lending Corp.