Corp. (OTCMKTS:CCYPQ) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02–UnregisteredSalesofEquitySecurities.
On July 10, 2017, Goldman Sachs Middle Market Lending Corp. (the “Company”) delivered a capital drawdown notice to certain of its investors relating to the sale of approximately 4,229,808 shares of common stock for an aggregate offering price of approximately $80.6 million. The sale is expected to close on or around July 27, 2017.
The sale of common stock is being made to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase common stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of five business days’ prior notice to investors.
The issuance of the common stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2) thereof and Regulation D and Regulation S thereunder. Each purchaser of common stock was required to represent that it is (i)either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the common stock sold outside the United States, not a “U.S. person” in accordance with Regulation S under the Securities Act and (ii)was acquiring the common stock for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.
