v3.25.4
The Merger and In-Kind Contribution
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
The Merger and In-Kind Contribution

13. The Merger and In-Kind Contribution

Merger with Silver Merger Sub LLC

On December 17, 2024, the Company completed its previously announced acquisition by Buyer, pursuant to the Merger Agreement, dated as of October 31, 2024, by and among the Company, the Buyer, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of the Buyer. The Company was the accounting survivor of the Merger.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding Unit, other than Units held by the Company or the 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 Unit. In addition, 6,365,622 Units were issued to the Buyer in the Merger and 452 Units were issued to an additional investor at a price of $22.12 per Unit, or approximately $140,788 in the aggregate.

 

The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues.

 

In-Kind Contribution

 

At the effective time of the Merger, the Buyer contributed its wholly-owned subsidiary, Pantheon Silver, to the Company in exchange for 8,394,088 Units at a price of $24.05 per Unit. In addition, on December 17, 2024, following the effective time of the Merger and after giving effect to the contribution, Pantheon Silver merged with and into Goldman Sachs Private Middle Market Credit SPV II LLC, a wholly-owned subsidiary of the Company, with Goldman Sachs Private Middle Market Credit SPV II LLC surviving as a wholly-owned subsidiary of the Company.

 

The table below summarizes the assets and liabilities contributed as a result of the In-Kind Contribution as of December 31, 2024.

 

 

As of December 31, 2024

 

Proceeds from Units issued by the Company

$

201,886

 

Assets contributed:

 

 

Investments at fair value

$

363,205

 

Cash

 

60,544

 

Other assets

 

3,007

 

Total assets contributed

$

426,756

 

Liabilities contributed

 

 

Debt

$

216,526

 

Interest and other debt expenses

 

1,976

 

Accrued expenses and other liabilities(1)

 

6,368

 

Total Liabilities contributed

$

224,870

 

Net assets contributed

$

201,886

 

 

(1) Amount includes a payable for excess proceeds received in connection with In-Kind Contribution.