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): June 15, 2022 (June 10, 2022)
Goldman Sachs Middle Market Lending Corp. II
(Exact name of registrant as specified in its charter)
| Delaware | 000-56369 | 87-3643363 | ||
| (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) |
Registrant’s telephone number, including area code: (312) 655-4702
Not Applicable
(Former name or address, if changed since last report)
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 | None | 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 1.01 – Entry into a Material Definitive Agreement.
On June 10, 2022, in connection with the Revolving Credit Agreement (the “Agreement”), dated as of November 26, 2021, by and among Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the “Company”), as borrower, and Bank of America, N.A., as administrative agent, lead arranger, sole bookrunner, structuring agent, letter of credit issuer and lender, the Company exercised its right pursuant to the Agreement to request an increase of the Maximum Commitment (as defined in the Agreement) and Bank of America, N.A agreed to provide the requested increase equal to $60 million, with total Maximum Commitment under the Agreement increasing to $120 million. The increase became effective on June 15, 2022. Pursuant to the Agreement, the aggregate Maximum Commitment thereunder may be further increased up to $300 million.
The foregoing description is only a summary of the material provisions of the facility increase request (the “Facility Increase Request”) and is qualified in its entirety by reference to a copy of the Facility Increase Request, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits:
| * | Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit 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 Middle Market Lending Corp. II (Registrant) | ||||||
| Date: June 15, 2022 | By: | /s/ Alex Chi | ||||
| Name: Alex Chi | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||
| By: | /s/ David Miller | |||||
| Name: David Miller | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||