Goldman Sachs BDC, Inc. (GSBD)
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EGM 2020

Oct 2, 2020

Operator

Good day and welcome to the Goldman Sachs BDC Special Meeting of Stockholders. I would like to turn the call over to Jonathan Lamm. Please go ahead.

Jonathan Lamm
Treasurer and CFO, Goldman Sachs BDC

Ladies and gentlemen, welcome to the Special Meeting of the Stockholders of Goldman Sachs BDC, here and after referred to as the Company. Today's meeting is a virtual-only live video webcast. I'm Jonathan Lamm, Treasurer and Chief Financial Officer, and will be acting as Chair of this meeting. Joseph McClain, Assistant Secretary of the Company, has been appointed to act as Secretary of this meeting. Elaine Ng will serve as a moderator of any questions or comments from stockholders. Also present via telephone today are Thomas A. Ferrari of American Election Services LLC and Eric Siegel and G.T . Harris of Dechert LLP, outside counsel to the Company and independent legal counsel to the Special Committee of the Independent Directors. Before we begin the business of the meeting, let me explain the mechanics of conducting this virtual stockholder meeting.

We have made available the rules of conduct of the meeting online through the virtual meeting website. We will conduct this meeting in accordance with these rules. Please note, no audio or visual recordings may be made of this live video webcast. As noted in the rules, we will provide you an opportunity to ask questions regarding the proposals prior to the closing of the polls. Stockholders may submit questions at any time during this meeting in the Ask a Question box provided on the virtual meeting screen. Please refer to the rules of conduct for further instructions on asking questions related to the matters to be discussed at today's meeting. Thomas A. Ferrari has been appointed as Inspector of Elections and Ballots to count the ballots and report the results of the voting upon the closing of the polls at this meeting.

Will the Inspector please file the oath required?

Thomas A. Ferrari
Inspector of Elections and Ballots, American Election Services LLC

I confirm that I have sent the oath to the Secretary of the Meeting.

Jonathan Lamm
Treasurer and CFO, Goldman Sachs BDC

Thank you. A copy of the Inspector's oath has been received and will be filed with the records of the Company. Mr. McClain, please report on the mailing of the proxies.

Joseph McClain
Assistant Secretary, Goldman Sachs BDC

August 3rd, 2020, is the record date for the purposes of this meeting. I have received a list of the Company's stockholders as of the record date, which has been prepared in accordance with Delaware law. I also have copies of the notice of this meeting, the joint proxy statement, prospectus, the proxy card, and the Company's annual report on Form 10-K for the fiscal year ended December 31, 2019, each in the form mailed to each stockholder shown on such list, together with the affidavit of Broadridge Financial Solutions, the Company's mailing and tabulation agent, certifying the mailing of such proxy materials to all stockholders of record on the record date, and the issuance of the press release on September 10th, 2020, announcing change in location of the meeting.

Copies of each of these documents are available for inspection by stockholders during the course of the meeting online under the Meeting Materials section of the virtual meeting screen.

Jonathan Lamm
Treasurer and CFO, Goldman Sachs BDC

Thank you, Mr. McClain. Please file the list of stockholders, the copies of the notice of this meeting, the proxy statement and the proxy card, and the affidavit of mailing with the records of the Company. Mr. Ferrari has informed me that a quorum is present today for the conduct of business, so I now declare this meeting duly convened, properly organized, and competent to transact business. I will now open the floor to the consideration of the proposals described in the notice of special meeting.

The first order of business is a proposal to adopt the Amended and Restated Agreement and Plan of Merger dated as of June 11, 2020, hereinafter referred to as the Merger Agreement, by and among the Company, Goldman Sachs Middle Market Lending Corp., a Delaware corporation, Evergreen Merger Sub, a Delaware corporation and wholly owned direct subsidiary of the Company, and Goldman Sachs Asset Management, a Delaware limited partnership. We will refer to this proposal as the GSBD Merger Proposal.

The second order of business on our agenda, which is contingent upon approval of the GSBD Merger Proposal, is a proposal to approve an amended and restated certificate of incorporation of GSBD, which would restrict stockholders that acquire shares of the Company's common stock, 1/10 of a penny par value per share, hereinafter referred to as GSBD Common Stock, pursuant to the merger from transferring such shares for certain periods of time. We will refer to this proposal as the GSBD Charter Amendment Proposal. The third order of business on our agenda, which is contingent upon approval of each of the GSBD Merger Proposal and the GSBD Charter Amendment Proposal, is a proposal to approve the issuance of shares of GSBD Common Stock, pursuant to the merger agreement. We will refer to this proposal as the Merger Stock Issuance Proposal.

At this time, I will be happy to answer any questions concerning the Company or the proposals which were set forth in more detail in the Company's joint proxy statement, prospectus. As a reminder, you can still submit questions through the Ask a Question box on the virtual meeting screen. All questions and comments must be made in accordance with the rules of conduct.

Elaine Ng
Executive Director, Goldman Sachs BDC

There are no questions at this time.

Jonathan Lamm
Treasurer and CFO, Goldman Sachs BDC

Thank you, Elaine. I declare the polls are now at 10:06 A.M. on October 2, 2020, open for all stockholders to vote on the proposals. The proxies will vote in accordance with instructions on the proxy cards. All stockholders of the Company entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls are now at 10:07 A.M. on October 2, 2020, closed. I now ask that the Inspector of Elections and Ballots count all ballots and proxies.

We will take an informal recess during which the Inspector of Election and Ballots will count the votes and prepare a certificate of inspection. I understand the certificate of inspection is complete. Will the Inspector please submit the report?

Thomas A. Ferrari
Inspector of Elections and Ballots, American Election Services LLC

I submit the certificate of the Inspector of Election and Ballots, which sets forth the preliminary voting results for the GSBD Merger Proposal, the GSBD Charter Amendment Proposal, and the Merger Stock Issuance Proposal.

Jonathan Lamm
Treasurer and CFO, Goldman Sachs BDC

Thank you. The final results of the voting will be reported in a current report on Form 8-K that will be filed by the Company with the Securities and Exchange Commission within four business days. The Secretary shall file the certificate of the Inspector of Election and Ballots with the records of the Company. There being no further official business, I declare that the Special Meeting of the Stockholders of Goldman Sachs BDC is hereby adjourned. I would like to thank you for attending this meeting and for your continued support of the Company.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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