Goldman Sachs Bdc, Inc. · NYSE:GSBD
Goldman Sachs Bdc — Merger or Acquisition (June 2020)
10 slides from Goldman Sachs Bdc's merger presentation, Jun 11, 2020
Slide 1: Update to Previously Announced Merger of GSBD and MMLC
Goldman Sachs BDC, Inc. (NYSE: GSBD) Update to Previously Announced Merger of GSBD and MMLC www.goldmansachsbdc.com June 11, 2020 Goldman Sachs Middle Market Lending Corp. (“MMLC”) Exhibit 99.2
Slide 2: Disclaimer and Forward-Looking Statement
Disclaimer and Forward-Looking Statement This investor presentation may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,”
Slide 3: Disclaimer and Forward-Looking Statement: Additional Information and Where to Find It
Disclaimer and Forward-Looking Statement 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 t
Slide 4: Update to Merger Transaction
Update to Merger Transaction GSBD and MMLC Have Amended and Restated the Merger Agreement Previously Announced on December 9, 2019 Merger Remains Highly Compelling Expected to be accretive to GSBD’s net investment income in both short-term and long-term, while delivering a premium valuation to MMLC
Slide 5: Transaction Summary: Summary of Key Terms
Transaction Summary Summary of Key Terms Merger Consideration Stock-for-stock merger with the exchange ratio set at closing such that the issuance of GSBD shares to MMLC shareholders will result in an ownership split of the combined company proportional to each of GSBD’s and MMLC’s respective net as
Slide 6: Key Transaction Highlights
Key Transaction Highlights GSBD Proposed Merger with MMLC Expected to be Accretive to Net Investment Income in Both Short-Term and Long-Term, While Delivering a Premium Valuation to MMLC 1 Variable incentive fee cap designed to provide increase to NII through 2021 while incremental asset capacity in
Slide 7: Pro Forma Combined Company Portfolio Improvements Resulting from Merger
GSBD MMLC Pro Forma Combined Company Portfolio Improvements Resulting from Merger Invested Portfolio Total investments and commitments ($mm) $1,484.0 $1,750.6 $3,234.6 Unfunded commitments ($mm) $61.3 $88.7 $150.0 Investments at fair value ($mm) $1,422.7 $1,661.9 $3,084.6 Yield at fair value of inve
Slide 8: Thoughtful Execution
Thoughtful Execution Implementation of Variable Incentive Fee Cap Staggered Lock-Up Provision Payment of Special Distributions Provides Near Term NII Accretion Manages Secondary Market Liquidity Rewards Long-Term Share Ownership Structural Enhancement Benefit Proposed Post-Closing Enhancement to 10b
Slide 9: Conclusion: Significant Benefits to Both Shareholders
Conclusion Significant Benefits to Both GSBD and MMLC Shareholders 1 In connection with the consideration of a transaction, the board of directors of each GSBD and MMLC established a special committee, consisting only of the respective independent directors (the “GSBD Special Committee” and the “MML
Slide 10: Disclosures: Endnotes
Disclosures Endnotes Slide 7: The discussion of the investment portfolio excludes an investment in a money market fund managed by an affiliate of The Goldman Sachs Group, Inc. 1 Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and discounts on the perfo
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