v3.25.4
Merger with MMLC II
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Merger with MMLC II

14. MERGER WITH MMLC II

On October 14, 2025, the Company completed its previously announced acquisition of MMLC II, pursuant to the Merger Agreement, dated as of July 11, 2025, by and among the Company, MMLC II and GSAM. Pursuant to the Merger Agreement, MMLC II merged with and into the

Company, with the Company continuing as the surviving company (the “Merger”).

In accordance with the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of common stock, $0.001 par value per share, of MMLC II (“MMLC II Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by MMLC II, the Company, or any of their respective consolidated subsidiaries, was converted into the right to receive an amount in cash equal to the NAV of MMLC II, or $18.41 per share.

As a result of the Merger, the Company paid approximately $441,182 to MMLC II’s former common stockholders.

 

The Merger was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”), and the Company was the accounting survivor following the Merger. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

The following table summarizes the assets and liabilities of MMLC II acquired by the Company in connection with the Merger.

 

As of October 12, 2025

 

 

(Unaudited)

 

Assets acquired:

 

 

Investments at fair value

$

886,381

 

Cash and cash equivalents

 

15,012

 

Interest and dividends receivable

 

6,705

 

Other assets

 

10

 

Total assets acquired

$

908,108

 

Liabilities assumed

 

 

Debt(1)

$

450,604

 

Dividend payable

 

8,297

 

Transaction/merger fees and expenses payable

 

3,140

 

Accrued expenses and other liabilities(2)

 

4,885

 

Total liabilities assumed

$

466,926

 

Net assets acquired

$

441,182

 

Transaction cost

 

3,636

 

Total consideration paid

 

444,818

 

 

(1)
The Company repaid $425,604 of the Debt assumed in connection with the Merger.
(2)
Includes $1,893 of management fees payable and $1,516 of incentive fees payable.