Carlyle Secured Lending amends merger agreement terms

EditorEmilio Ghigini
Published 01/06/2025, 03:26 PM
CGBD
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Carlyle Secured Lending, Inc. (NASDAQ:CGBD), a $927.51M market cap business development company with a notable 10.33% dividend yield, has entered into an amendment to its existing Merger Agreement with Carlyle Secured Lending III and related parties, as per the 8-K filing with the Securities and Exchange Commission on January 3, 2025.

According to InvestingPro, the company maintains strong financial health with a "GREAT" overall rating, supported by robust profitability metrics and solid cash flow generation.

The amendment outlines new terms regarding the allocation of fees and expenses associated with the merger. If the merger is completed, Carlyle Global Credit Investment Management (CGCIM) and/or CSL (OTC:CSLLY) III Advisor will bear up to $5 million of the transaction costs. With a healthy current ratio of 1.74 and trading near its 52-week high of $18.74, CGBD appears well-positioned for this strategic move.

For deeper insights into CGBD's financial strength and growth potential, investors can access the comprehensive Pro Research Report available on InvestingPro.

The costs exceeding this amount will be proportionally shared by CGBD and CSL III based on their relative net assets at the time the Exchange Ratio is determined.

In the event the merger does not close due to the failure to obtain approval from CGBD stockholders, CSL III Advisor will cover CSL III's share of the transaction costs up to $2.5 million, with any excess to be borne by CSL III. CGBD will be responsible for its share of the costs based on the relative net assets as of the most recent quarter-end prior to the termination.

Should the merger not proceed for other reasons, CGCIM and/or CSL III Advisor will shoulder 50% of the aggregate transaction costs, capped at $2.5 million. Any additional costs will be split between CGBD and CSL III according to their relative net assets.

The amendment received unanimous approval from CGBD's board of directors, including a special committee of independent directors. The original Merger Agreement remains effective except for the modifications introduced by this amendment.

The merger, initially announced on August 2, 2024, is subject to customary closing conditions, including the approval of CGBD stockholders. The agreement aims to streamline operations and enhance value for stockholders.

This news is based on a press release statement and contains forward-looking statements regarding future events, including the expected benefits and costs associated with the merger. These statements are subject to risks and uncertainties, and actual results could differ materially.

Investors are advised to read the documents filed with the SEC, including the Proxy Statement and Registration Statement, for more details on the merger. These documents can be obtained free of charge from the SEC's website or Carlyle Secured Lending's website.

The information provided here is based on the latest 8-K filing and does not constitute an offer to sell or a solicitation of an offer to buy any securities. CGBD currently trades at a P/E ratio of 9.9, with revenue of $238.92M in the last twelve months. InvestingPro subscribers can access additional analysis, including 8 more exclusive ProTips and detailed valuation metrics to make more informed investment decisions.

In other recent news, Carlyle Secured Lending Inc. announced stable Q3 results with a net investment income of $0.47 per share and an adjusted net investment income of $0.49 per share. The company declared a dividend of $0.45 per share for the fourth quarter, and the net asset value per share was reported at $16.85.

Carlyle Secured Lending Inc. is preparing for a merger with Carlyle Secured Lending III, expected to close by the end of Q1 2025. The company anticipates continued strong origination volumes into 2025, supported by an expanding M&A pipeline.

Despite expectations of future earnings contraction due to lower base rates and tighter spreads, the company's portfolio fundamentals remain strong. The leverage ratio is maintained at 0.9 times, with a target of 1.1 times post-merger. These are recent developments that investors should consider when looking at Carlyle Secured Lending Inc.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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