Carlyle Secured Lending III: M&A transaction — CSL III merger with CGBD completed; exchange ratio 1.2137, ~18.9M shares issued

Carlyle Secured Lending III

Merger closed March 27, 2025; each CSL III share converted to 1.2137 CGBD shares plus cash for fractions.
CGBD issued approximately 18,935,108 shares to former CSL III shareholders.
96% of voting CGBD shareholders approved the transaction at special meeting on March 26, 2025.
Exchange ratio based on CGBD closing price ($16.68) vs. NAV; CSL III estimated NAV per share $20.22.
CEO Justin Plouffe cited strategic benefits of increased portfolio scale and efficiency.

item 2.01 item 3.03 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

Carlyle Secured Lending III underwent a change of control involving Carlyle Secured Lending, Inc. (closed 2025-03-27).

Action: change of control
Counterparty: Carlyle Secured Lending, Inc.
Closing: 2025-03-27

Exact text from the filing

Item 2.01 – Completion of Acquisition or Disposition of Assets. On March 27, 2025, Carlyle Secured Lending, Inc., a Maryland corporation (“CGBD”), completed its previously announced acquisition of Carlyle Secured Lending III, a Delaware statutory trust (“CSL III” or the “Company”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 2, 2024, as amended, by and among CGBD, CSL III, Blue Fox Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of CGBD (“Merger Sub”), and, solely for the limited purposes set forth therein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser to CSL III (“CSL III Advisor”), and Carlyle Global Credit Investment Management, L.L.C., a Delaware limited liability company and investment adviser to CGBD (“CGCIM,” together with CSL III Advisor, the “Advisors”).

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

Carlyle Secured Lending III completed an acquisition involving Carlyle Secured Lending, Inc. (closed 2025-03-27).

Action: acquisition
Counterparty: Carlyle Secured Lending, Inc.
Closing: 2025-03-27

Exact text from the filing

On March 27, 2025, Carlyle Secured Lending, Inc., a Maryland corporation (“CGBD”), completed its previously announced acquisition of Carlyle Secured Lending III, a Delaware statutory trust (“CSL III” or the “Company”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 2, 2024, as amended, by and among CGBD, CSL III, Blue Fox Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of CGBD (“Merger Sub”), and, solely for the limited purposes set forth therein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser to CSL III (“CSL III Advisor”), and Carlyle Global Credit Investment Management, L.L.C., a Delaware limited liability company and investment adviser to CGBD (“CGCIM,” together with CSL III Advisor, the “Advisors”).

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Source: SEC EDGAR

accession 0001193125-25-065939

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