Silver Capital Holdings LLC: M&A transaction — Silver Capital Holdings completes acquisition by Pantheon for $24.05 per unit; $293M debt assumed

Silver Capital Holdings LLC

Merger closed on Dec 17, 2024: each unit converted into $24.05 cash; total consideration included ~$76.6M Merger Advance.
Company assumed ~$293.1M outstanding under JPMorgan credit facility (up to $340M capacity, matures Oct 2027, SOFR+2.40%).
Amended Investment Management Agreement with GSAM caps ordinary expenses at $4.25M and sets management fee at 1% of NAV; incentive fee with 7% hurdle and 10% catch-up.
Members approved merger (6,039,298 for vs 54,640 against) and unit issuance below NAV (5,907,830 for) at Dec 13 special meeting.
Fourth Amended LLC Agreement extends term by 5 years, adds unfunded commitments and member vote requirements.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.01 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Silver Capital Holdings LLC: Company entered into Fourth Amended and Restated Limited Liability Company Agreement, amending and restating the Third Amended and Restated Limited Liability Company Agreement to provide for an additional 5-year term, unfunded commitments and working capital, and member votes under certain circumsta (effective 2024-12-17).

Change: bylaw amendment
Effective: 2024-12-17

Exact text from the filing

On December 17, 2024, the Company filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger. At the effective time of the Merger, the Company and Buyer entered into the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 17, 2024 (the “ Fourth A&R LLC Agreement ”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Silver Capital Holdings LLC underwent a change of control involving Pantheon Silver Holdings LLC for $24.05 per Company Common Unit (closed 2024-12-17).

Action: change of control
Counterparty: Pantheon Silver Holdings LLC
Consideration: $24.05 per Company Common Unit
Closing: 2024-12-17

Exact text from the filing

Common Units held by the Company or Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Company Common Unit. In addition, 6,365,614 Company Common Units were issued to Buyer in the Merger and an additional 452 Company Common Units were issued at a price of $22.12

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-24-280602

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.