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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): November 9, 2023

 

 

Goldman Sachs Middle Market Lending Corp. II

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01461   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) 655-4419

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 November 9, 2023, Goldman Sachs Middle Market Lending Corp. II (the “Company”) entered into a third amendment (the “Third Amendment”) to the Revolving Credit Agreement, dated as of November 26, 2021, by and among the Company, as borrower, and Bank of America, N.A., as administrative agent, lead arranger, sole bookrunner, structuring agent, letter of credit issuer and a lender (as amended by the First Amendment, dated July 26, 2022, and the Second Amendment, dated November 14, 2022, the “Agreement”), with an effective date of November 24, 2023. The Third Amendment (i) extends the Stated Maturity Date (as defined in the Third Amendment) by six months to May 24, 2024, and includes one committed extension option that permits the Company to further extend the Stated Maturity Date to November 22, 2024, subject to the satisfaction of certain customary conditions, (ii) reduces the Maximum Commitment (as defined in the Agreement) from $127,585,565 to $95,000,000, (iii) reduces the credit spread adjustment for Daily Simple SOFR and 1-month Term SOFR from 0.10% to 0%, and (iv) replaces the Canadian Dollar Offered Rate with Term CORRA (as defined in the Third Amendment) as the benchmark for loans denominated in Canadian Dollars.

The foregoing description is only a summary of the material provisions of the Third Amendment and is qualified in its entirety by reference to a copy of the Third Amendment, 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:

 

Exhibit

Number

  

Description

10.1

   Third Amendment to Revolving Credit Agreement, dated as of November 9, 2023, by and among the Company, as Borrower and Bank of America, N.A., as the Administrative Agent, Lead Arranger, Sole Bookrunner, Structuring Agent, Letter of Credit Issuer, and a Lender.

104

   Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: November 14, 2023

    

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