Goldman Sachs Bdc, Inc. · NYSE:GSBD
Goldman Sachs Bdc — Merger or Acquisition (December 2019)
14 slides from Goldman Sachs Bdc's merger presentation, Dec 9, 2019
Slide 1: GSBD and MMLC Merger
Goldman Sachs BDC, Inc. (NYSE: GSBD) Goldman Sachs Middle Market Lending Corp. (“MMLC”) GSBD and MMLC Merger December 9, 2019 www.goldmansachsbdc.com
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
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: Transaction Summary
Transaction Summary Summary of Key Terms • Stock-for-stock merger with each MMLC share converting to 0.9939 of a GSBD share • Total implied consideration of approximately $1.0 billion based on GSBD’s December 6, 2019 closing price1 Merger Consideration • GSBD shares issued in the merger will be subj
Slide 5: MMLC Overview
MMLC Overview MMLC has Been Participating in a Common Investment Program Since Inception, Resulting in 93% of Investment Portfolio Overlap with that of GSBD1 MMLC Background MMLC Investment Portfolio1 • Private BDC that began investing January 2017 $1.7bn 9.4% • Over $1 billion of committed equity c
Slide 6: Key Transaction Highlights
Key Transaction Highlights GSBD Proposed Merger with MMLC 1 Significantly Accretive to GSBD NAV Per Share While • 5.5% accretion to GSBD’s NAV per share1 Delivering a Premium Valuation to MMLC • MMLC stockholders receive 11% premium to NAV per share2 2 • Variable incentive fee cap designed to provid
Slide 7: Accretive to GSBD's NAV While Delivering Premium Valuation to MMLC
Accretive to GSBD’s NAV While Delivering Premium Valuation to MMLC Pro Forma As of September 30, 2019 GSBD MMLC Combined Company1 Total assets ($mm) $1,454.7 $1,612.7 $3,067.4 Debt ($mm) $731.8 $639.6 $1,371.4 Net assets ($mm) $684.8 $926.0 $1,602.8 Ending debt-to-equity 1.07x 0.69x 0.86x Shares out
Slide 8: Expect to be Accretive to GSBD Net Investment Income
Expect to be Accretive to GSBD Net Investment Income Short-Term NII Growth Long Term NII Growth Driven by Variable Incentive Fee Cap1 Driven by Improved Per Share Economics2 Increased NAV per share facilitates increased income $0.47 $0.48 producing assets per share $0.45 $0.45 $0.45 $0.45 $0.45 $0.4
Slide 9: Improved Portfolio Metrics
Improved Portfolio Metrics Pro Forma Combined Company Pro Forma Combined Pro Forma Portfolio Improvements GSBD GSBD MMLC MMLC Combined Company Company Resulting from Merger Invested Portfolio Total investments and commitments ($mm) $1,523.6 $1,727.5 $3,251.1 Unfunded commitments ($mm) $93.4 $138.2 $
Slide 10: Increased Scale Provides Greater Access to Institutional Bond Market
Increased Scale Provides Greater Access to Institutional Bond Market Increased scale will provide GSBD greater access to the institutional bond market which has greater market depth and a lower cost of capital Recent BDC Debt Issuance Shown by Asset Size of Issuer1 $900 • Institutional Market Instit
Slide 11: Thoughtful Execution
Thoughtful Execution Structural Enhancement Benefit Provides NII Visibility Implementation of Variable Incentive Fee Cap During Execution of Transaction Payment of Special Distributions Rewards Long-Term Share Ownership Staggered Lock-Up Provision Manages Secondary Market Liquidity Considering Revis
Slide 12: Significant Benefits to Both GSBD and MMLC Shareholders
Significant Benefits to Both GSBD and MMLC Shareholders The boards of directors of both GSBD and MMLC have unanimously approved the merger, reflecting significant benefits for their respective shareholders1 GSBD MMLC 5.5% net asset value accretion2 Transaction consideration worth 111% of NAV3 Expect
Slide 13: Conclusion
Conclusion Significantly Accretive to GSBD NAV Per Share While Delivering a Premium Valuation to MMLC Expected to be Accretive to Net Investment Income in Both Short-Term and Long-Term Improved Portfolio Metrics Increased Scale Provides Greater Access to Debt Capital Markets Thoughtful Execution 13
Slide 14: Disclosures
Disclosures Endnotes Slide 9: 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 Measured on total investments at fair value and commitments. 2 Computed based on the (a) annual actual interest rate or yi
Goldman Sachs BDC — Merger or Acquisition (December 2019) on 6ix