EX-99.(S)(2) 11 d317133dex99s2.htm FORM OF PRELIMINARY PROSPECTUS SUPPLEMENT FOR PREFERRED STOCK OFFERINGS Form of Preliminary Prospectus Supplement for Preferred Stock Offerings

Exhibit (s)(2)

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.

[FORM OF PRELIMINARY PROSPECTUS SUPPLEMENT TO BE USED IN

CONJUNCTION WITH FUTURE PREFERRED STOCK OFFERINGS]1

 

PRELIMINARY PROSPECTUS SUPPLEMENT

   SUBJECT TO COMPLETION,

(to Prospectus dated                 , 20    )

 

                       , 20    

[                ] Shares

GOLDMAN SACHS BDC, INC.

Series [    ] Preferred Stock

Liquidation Preference $ per share

We are an externally managed specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are focused on lending to “middle-market companies,” a term we generally use to refer to companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $5 million and $75 million annually. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, unsecured debt, including mezzanine debt as well as through select equity investments.

We are managed by our investment adviser, Goldman Sachs Asset Management, L.P. (“GSAM” or “Investment Adviser”), a wholly-owned subsidiary of The Goldman Sachs Group, Inc. (“Group Inc.”). Group Inc., together with Goldman, Sachs & Co., GSAM and its other subsidiaries and affiliates, is referred to herein as “Goldman Sachs.”

All of the shares of Series [    ] Preferred Stock, or “Series [    ] Preferred Stock,” offered by this prospectus supplement are being sold by us. Each share of Series [    ] Preferred Stock has a liquidation preference of $             per share. At any time on or after                     , we may, at our sole option, redeem the outstanding shares of the Series [    ] Preferred Stock at a redemption price per share as described in “Description of Preferred Stock—[Redemption].” [In addition, upon certain events, the shares of Series [    ] Preferred Stock are subject to redemption at the option of the holder as described in “Description of Preferred Stock—[Redemption].”] [We have applied to list the Series [    ] Preferred Stock on [name of exchange] so that trading on the exchange will begin within 30 days after the date of this prospectus supplement, subject to notice of issuance. Prior to the expected commencement of trading on            ,            an investment in the Series [    ] Preferred Stock will be illiquid and holders thereof may not be able to sell such share as it is unlikely that a secondary market for our preferred stock will develop. If a secondary market does develop prior to the commencement of trading on            ,            holders of the Series [    ] Preferred Stock may be able to sell such shares only at substantial discounts from their liquidation preference.] [Add relevant disclosure depending on whether preferred shares are listed or not.]

[We are an “emerging growth company” within the meaning of the recently enacted Jumpstart Our Business Startups Act (the “JOBS Act”).]

 

1  In addition to the sections outlined in this form of prospectus supplement, each prospectus supplement used in connection with an offering conducted pursuant to the registration statement to which this form of prospectus supplement is attached or incorporated by reference will include such other information as may then be required to be disclosed therein pursuant to applicable law or regulation as in effect as of the date of each such prospectus supplement, including, without limitation, information particular to the terms of each security offered thereby and any related risk factors or tax considerations pertaining thereto. This form of prospectus supplement is intended only to provide an indication of the nature and type of disclosure that may appear in any actual prospectus supplement, and it is not intended to and does not contain all of the information that would appear in any such actual prospectus supplement, and should not be used or relied upon in connection with any offer or sale of securities.


This prospectus supplement and the accompanying prospectus contain important information you should know before investing in our preferred stock. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission (the “SEC”). You may obtain this information or make stockholder inquiries by written or oral request and free of charge by contacting us at 200 West Street, New York, NY 10282, on our website at www.goldmansachsbdc.com, or by calling us collect at (212) 902-0300. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider that information to be a part of this prospectus supplement or the accompanying prospectus. The SEC also maintains a website at http://www.sec.gov that contains this information.

Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. Before buying any securities, you should read the discussion of the material risks of investing in our common stock in “Risk Factors” beginning on page S-[    ] of this prospectus supplement and on page [    ] of the accompanying prospectus.

The securities in which we invest are generally not rated by any rating agency, and if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service and lower than “BBB-” by Fitch Ratings or Standard & Poor’s Ratings Services (“S&P”)). These securities, which may be referred to as “junk bonds,” “high yield bonds” or “leveraged loans,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     Per Share      Total  

Public offering price

   $         $     

Sales load (underwriting discounts and commissions)

   $         $     

Proceeds, before expenses, to Goldman Sachs BDC, Inc.(1)

   $         $     

 

 

(1) We estimate that we will incur offering expenses of approximately $            in connection with this offering.

[The underwriters may exercise their over-allotment option to purchase up to an additional                shares of Series [    ] Preferred Stock from us, at the public offering price, less the sales load, for                  days after the date of this prospectus supplement. If the underwriters exercise this over-allotment option in full, the total sales load will be $                , and total proceeds to us, before expenses, will be $                .]

The underwriters are offering the Series [    ] Preferred Stock as set forth in “Underwriting.” Delivery of the Series [    ] Preferred Stock will be made on or about                 ,      .

The date of this prospectus supplement is                ,


ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information or to make any representations not contained in this prospectus supplement or the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. [We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement and the accompanying prospectus, as applicable.] Our business, financial condition, results of operations, cash flows and prospects may have changed since that date. We will update these documents to reflect material changes only as required by law.

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement controls. You should read this prospectus supplement and the accompanying prospectus together with the additional information described under the heading “Available Information” before investing in our preferred stock.


TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

 

     Page  

PROSPECTUS SUPPLEMENT SUMMARY

     S-1   

THE OFFERING

     S-6   

RISK FACTORS

     S-8   

USE OF PROCEEDS

     S-9   

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

     S-10   

DESCRIPTION OF PREFERRED STOCK

     S-11   

SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION

     S-14   

FORWARD-LOOKING STATEMENTS

     S-16   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

  

RESULTS OF OPERATIONS

     S-18   

CAPITALIZATION

     S-19   

UNDERWRITING

     S-20   

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     S-23   

LEGAL MATTERS

     S-24   

EXPERTS

     S-24   

AVAILABLE INFORMATION

     S-24   

INDEX TO FINANCIAL STATEMENTS

     SF-1   

PROSPECTUS

 

     Page  

[Insert table of contents from base prospectus.]

  


PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus supplement and the accompanying prospectus. This summary may not contain all of the information that you should consider before investing in the securities offered by this prospectus supplement. You should review the more detailed information contained in this prospectus supplement and the accompanying prospectus, especially the information set forth under the heading “Risk Factors”.

Unless indicated otherwise in this prospectus supplement or the accompanying prospectus, or the context requires otherwise, the terms “Company,” “we,” “us,” or “our” refer to Goldman Sachs BDC, Inc., or for periods prior to our conversion from a limited liability company to a corporation (the “Conversion”), Goldman Sachs Liberty Harbor Capital, LLC.

Goldman Sachs BDC, Inc.

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (“the Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through             ,             , we have originated more than $                billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. Unitranche loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In describing our business, we generally use the term “middle market companies” to refer to companies with EBITDA of between $5 million and $75 million annually. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another account managed by Goldman Sachs. The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.

 



 

S-1


Investment Strategy

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. Our investments typically have maturities between three and ten years and generally range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion. In addition, part of our strategy involves an investment in a joint venture, Senior Credit Fund, LLC (the “Senior Credit Fund”), with the Regents of the University of California (“Cal Regents”). The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies.

Investment Portfolio

[Insert description of portfolio as of most recent quarter end.]

Corporate Structure

We were formed as a private fund in September 2012 and commenced operations in November 2012, using seed capital contributions we received from Group Inc. In March 2013, we elected to be treated as a BDC. We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. On March 18, 2015, our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “GSBD”. On March 23, 2015, we closed our initial public offering (“IPO”), issuing 6,000,000 shares of common stock at a public offering price of $20.00 per share. Net of offering and underwriting costs, we received cash proceeds of $114.57 million. On April 21, 2015, we issued an additional 900,000 shares of our common stock pursuant to the exercise of the underwriters’ over-allotment option in connection with the IPO [and subsequent offerings]. Net of underwriting costs, we received additional cash proceeds of $17.27 million. As a result of the Conversion, subsequent share repurchases and the IPO             ,             , as of             ,             , Group Inc. owned approximately     % of our common stock. See “Business—Formation Transactions and Initial Public Offering” in the accompanying prospectus.

Our Investment Adviser

GSAM serves as our investment adviser and has been registered as an investment adviser with the SEC since 1990. Subject to the supervision of our Board of Directors (the “Board of Directors”), a majority of which is made up of independent directors (including an independent Chairman), GSAM manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. GSAM is a subsidiary of Group Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. Group Inc. is the general partner and owner of GSAM. GSAM has been providing financial solutions for investors since 1988 and had over $            trillion of assets under supervision as of             ,             .

The Private Credit Group of GSAM (the “GSAM Private Credit Group”) is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring our investments and monitoring and servicing our investments. The GSAM Private Credit Group was comprised of              investment professionals, as of             ,             , all of whom are dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company. These professionals are supported by an additional    investment professionals, as of             ,             , who are primarily focused on investment strategies in syndicated, liquid credit (together with the GSAM Private Credit Group, “GSAM Credit Alternatives”). These individuals may have additional responsibilities other than those relating to us, but generally allocate a portion of their time in support of our business and our investment objective as a whole. In addition, GSAM has risk management, legal, accounting, tax, information technology and compliance personnel, among others, who provide services to us. We benefit from the expertise provided by these personnel in our operations.

The GSAM Private Credit Group is dedicated primarily to private corporate credit investment opportunities in North America, and utilizes a bottom-up, fundamental research approach to lending. The senior members of the

GSAM Private Credit Group have been working together since 2006 and have an average of over 16 years of experience in leveraged finance and private transactions.

 



 

S-2


All investment decisions are made by the Investment Committee of GSAM’s Private Credit Group (the “Investment Committee”), which currently consists of five voting members: Brendan McGovern, Salvatore Lentini, Jon Yoder, David Yu and Scott Turco, as well as three non-voting members with operational and/or legal expertise. For biographical information about the voting members of the Investment Committee, see “Management—Biographical Information” in the accompanying prospectus. The Investment Committee is responsible for approving all of our investments. The Investment Committee also monitors investments in our portfolio and approves all asset dispositions. We expect to benefit from the extensive and varied relevant experience of the investment professionals serving on the Investment Committee, which includes expertise in privately originated and publicly traded leveraged credit, stressed and distressed debt, bankruptcy, mergers and acquisitions and private equity. The voting members of the Investment Committee collectively have over 50 years of experience in middle-market investment and activities related to middle-market investing. The membership of the Investment Committee may change from time to time.

Allocation of Opportunities

Our investment objectives and investment strategies are similar to those of other client accounts managed by our Investment Adviser (including Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”) a privately offered BDC, and Goldman Sachs Middle Market Lending LLC (“GS MMLC”), a closed-end investment company that intends to elect to be treated as a BDC, collectively, the “Accounts”), and an investment appropriate for us may also be appropriate for those Accounts. This creates potential conflicts in allocating investment opportunities among us and such other Accounts, particularly in circumstances where the availability of such investment opportunities is limited, where the liquidity of such investment opportunities is limited or where co-investments by us and other Accounts are not permitted under applicable law. For a further explanation of the allocation of opportunities and other conflicts and the risks related thereto, see “Business – Allocation of Opportunities” and “Potential Conflicts of Interest” in the accompanying prospectus.

Market Opportunity

According to the National Center for the Middle Market and the CIA World Fact Book, the U.S. middle market is comprised of approximately              companies that collectively generate revenues of approximately $             trillion annually.3 Comparing revenues to gross domestic product, this makes the U.S. middle market equivalent to the world’s third largest global economy on a stand-alone basis. The GSAM Private Credit Group believes that existing market conditions and regulatory changes have combined to create an attractive investment environment for non-bank lenders such as us to provide loans to U.S. middle market companies. For a further discussion of the market opportunities associated with the Company’s focus on middle market companies, see “Business – Market Opportunities” in the accompanying prospectus.

Competitive Advantages

The Goldman Sachs Platform: Goldman Sachs is a leading global financial institution that provides a wide range of financial services to a substantial and diversified client base, including companies and high net worth individuals, among others. The firm is headquartered in New York and maintains offices across the United States and in all major financial centers around the world. Group Inc.’s asset management subsidiary, GSAM, is one of the world’s leading investment managers with over              investment professionals and over $            trillion of assets under supervision, in each case as of             ,             . GSAM’s investment teams, including the GSAM Private Credit Group, capitalize on the relationships, market insights, risk management expertise, technology and infrastructure of Goldman Sachs. We believe the Goldman Sachs platform delivers a meaningful competitive advantage to us. For a detailed discussion of the Company’s competitive advantages, see “Business – Competitive Advantages” in the accompanying prospectus.

 

3  Estimate for              by the National Center for the Middle Market, which defined middle market as companies with annual revenue of $10 million - $1 billion. See [insert appropriate citation].

 



 

S-3


Operating and Regulatory Structure

We have elected to be treated as a BDC under the Investment Company Act. As a BDC, we are generally prohibited from acquiring assets other than qualifying assets unless, after giving effect to any acquisition, at least 70% of our total assets are qualifying assets. Qualifying assets generally include securities of eligible portfolio companies, cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the time of investment. Under the rules of the Investment Company Act, “eligible portfolio companies” include (i) private U.S. operating companies, (ii) public U.S. operating companies whose securities are not listed on a national securities exchange (e.g., the NYSE) or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) public U.S. operating companies having a market capitalization of less than $250 million. Public U.S. operating companies whose securities are quoted on the over-the-counter bulletin board and through OTC Markets Group Inc. are not listed on a national securities exchange and therefore are eligible portfolio companies. In addition, we currently are an “emerging growth company,” as defined in the JOBS Act. See “Regulation” in the accompanying prospectus.

We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. As a RIC, we generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends if we meet certain source of income, distribution and asset diversification requirements. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. In addition, the distributions we pay to our stockholders in a year may exceed our net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. See “Price Range of Common Stock and Distributions” in the accompanying prospectus.

Use of Leverage

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with     , as administrative agent, and , as syndication agent, allows us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 2 to 1 after such borrowing. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 2 to 1, we will segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

Risk Factors

The value of our assets, as well as the market price of our securities, will fluctuate. Our investments may be risky, and you may lose all or part of your investment in us. See “Risk Factors” beginning [on page                of this prospectus supplement and] on page                of the accompanying prospectus, and the other information included in the accompanying prospectus, for additional discussion of factors you should carefully consider before deciding to invest in our securities.

 



 

S-4


Corporate Information

Our principal executive offices are located at 200 West Street, New York, New York 10282 and our telephone number is (212) 902-0300. We maintain a website located at www.goldmansachsbdc.com. Information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus.

Recent Developments

[Insert description of recent developments at the time of the offering.]

 



 

S-5


THE OFFERING

 

Shares of Series [     ] Preferred Stock Offered by Us

           shares[, excluding                shares of Series [    ] Preferred Stock issuable pursuant to the over-allotment option granted to the underwriters].

Shares of Series [     ] Preferred Stock Outstanding after this Offering

           shares[, excluding                shares of Series [    ] Preferred Stock issuable pursuant to the over-allotment option granted to the underwriters].

Use of Proceeds

  

We estimate that the net proceeds we will receive from the sale of shares of Series [    ] Preferred Stock in this offering will be approximately $             million [(or approximately $             million if the underwriters fully exercise their over-allotment option), in each case] assuming a public offering price of $             per share, after deducting the underwriting discounts and commissions of $             million [(or approximately $             million if the underwriters fully exercise their over-allotment option)] payable by us and estimated offering expenses of approximately $             million payable by us.

 

See “Use of Proceeds” in this prospectus supplement for more information.

Dividend Rate

       % per annum

Dividend Payment Dates

           ,    and          of each year, commencing on    ,    

Record Dates

           .         . and

[Listing

  

We have applied to list the Series [    ] Preferred Stock on [name of exchange] under the symbol “        ” so that trading on the exchange will begin within 30 days after the date of this prospectus supplement, subject to notice of issuance.]

Liquidation Preference

   The liquidation preference of the Series [    ] Preferred Stock is $    per share.

Restrictions on Dividend, Redemption, and Other Payments

   No full dividends and distributions will be declared or paid on the Series [    ] Preferred Stock for any dividend period, or a part of a dividend period, unless the full cumulative dividends and distributions due through the most recent dividend payment dates for all outstanding shares of preferred stock have been, or contemporaneously are, declared and paid through the most recent dividend payment dates for each series of preferred stock. If full cumulative dividends and distributions due have not been paid on all outstanding preferred stock of any series, any dividends and distributions being declared and paid on preferred stock will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions accumulated but unpaid on the shares of each such series of preferred stock on the relevant dividend payment date.

Optional Redemption

   The Series [    ] Preferred Stock may be redeemed, in whole or in part, at any time after            ,            at a redemption price per share equal to [the applicable percentage set forth below multiplied by the sum of] the liquidation preference per share plus accrued but unpaid dividends on such shares accumulated up to, but excluding, the date fixed for such distribution or payment. Year Applicable Percentage    %.

 



 

S-6


[Redemption at the Option of the Holder    On and after    ,    each holder of the Series [    ] Preferred Stock will have the right to require us to repurchase all or any part of such holder’s Series [    ] Preferred Stock at a purchase price per share equal to    % of the sum of the liquidation preference per share plus accrued but unpaid dividends. In addition, each holder of Series [    ] Preferred Stock will have the right to require us to repurchase all or any part of such holder’s preferred stock at a purchase price per share equal to    % of the sum of the liquidation preference per share plus accrued but unpaid dividends upon the occurrence of certain fundamental changes.]
Voting Rights    The holders of the preferred stock, including Series [    ] Preferred Stock, have the right to elect [two] members of the Board of Directors. Additional voting rights associated with Series [    ] Preferred Stock are described in “Description of Preferred Stock – Voting Rights.”
Rating    The Series [    ] Preferred Stock is not rated.
Conversion    [Describe any applicable conversion provisions set forth in the Certificate of Designations.]
Exchange    [Describe any applicable exchange provisions set forth in the Certificate of Designations.]

Certain U.S. Federal Income Tax Considerations

   [Insert summary disclosure regarding federal income tax consequences of an investment in the preferred stock.]

 



 

S-7


RISK FACTORS

Investing in our securities involves certain risks relating to our structure and investment objective. You should carefully consider these risk factors, together with all of the other information included in this prospectus supplement and the accompanying prospectus, before you decide whether to make an investment in our securities. The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV and the trading price of our securities could decline, and you may lose all or part of your investment.

[Market yields may increase, which would result in a decline in the price of the Series [    ] Preferred Stock.

The prices of fixed income investments, such as the Series [    ] Preferred Stock, vary inversely with changes in market yields. The market yields on securities comparable to the Series [    ] Preferred Stock may increase, which could result in a decline in the secondary market price of the Series [    ] Preferred Stock. See “Description of Preferred Stock-Dividends and Dividend Periods”.]

[Prior to this offering, there has been no public market for the Series [    ] Preferred Stock, and we cannot assure you that the market price of the Series [    ] Preferred Stock will not decline following the offering.

We cannot assure you that a trading market will develop for the Series [    ] Preferred Stock after this offering or, if one develops, that such trading market can be sustained. [During a period of up to days from the date of this prospectus supplement, the Series [    ] Preferred Stock will not be listed on any securities exchange. During this period, the underwriters do not intend to make a market in the Series [    ] Preferred Stock. Consequently, an investment in the Series [    ] Preferred Stock during this period will likely be illiquid and holders thereof may not be able to sell such shares as it is unlikely that a secondary market for the Series [    ] Preferred Stock will develop during this period. If a secondary market does develop during this period, holders of the Series [    ] Preferred Stock may be able to sell such shares only at substantial discounts from liquidation preference.] [Application has been made to list the Series [    ] Preferred Stock on [so that trading on the exchange will begin within 30 days from the date of this prospectus supplement, subject to notice of issuance]. If we are unable to list the Series [    ] Preferred Stock on a national securities exchange, holders thereof may be unable to sell such shares at all, or if they are able to, only at substantial discounts from liquidation preference. Even after the Series [    ] Preferred Stock is listed on [name of exchange] as anticipated, there is a risk that the market for such shares may be thinly traded and relatively illiquid compared to the market for other types of securities, with the spread between the bid and asked prices considerably greater than the spreads of other securities with comparable terms and features.]]

[The Series [    ] Preferred Stock are unrated securities.

We do not intend to have the Series [    ] Preferred Stock rated by any rating agency. Unrated securities typically trade at a discount to similar, rated securities, depending on the rating of the rated securities. As a result, there is a risk that the Series [    ] Preferred Stock may trade at a price that is lower than what they might otherwise trade at if rated by a rating agency.]

[The Series [    ] Preferred Stock will be subordinated to the rights of holders of senior indebtedness.

While holders of the Series [    ] Preferred Stock will have equal liquidation and distribution rights to any other preferred stock that might be issued by us, they will be subordinated to the rights of holders of senior indebtedness, if any. Therefore, dividends, distributions and other payments to holders of our preferred stock in liquidation or otherwise may be subject to prior payments due to the holders of senior indebtedness. In addition, the 1940 Act may provide debt holders with voting rights that are superior to the voting rights of the preferred stock.]

[Insert any additional relevant risk factors not included in the base prospectus.]

 

S-8


USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of shares of Series [    ] Preferred Stock in this offering will be approximately $            million [(or approximately $             million if the underwriters fully exercise their over-allotment option), in each case] assuming a public offering price of $             per share, after deducting the underwriting discounts and commissions of $             million [(or approximately $             million if the underwriters fully exercise their over-allotment option)] payable by us and estimated offering expenses of approximately $             million payable by us.

[Describe use of proceeds and include any other relevant information to the extent required to be disclosed by applicable law or regulation.]

 

S-9


RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

[Insert information required by Item 503(d) of Regulation S-K at time of offering.]

 

S-10


DESCRIPTION OF PREFERRED STOCK

The following is a brief description of the terms of the Series [    ] Preferred Stock. This is not a complete description and is subject to and entirely qualified by reference to our Certificate of Incorporation and the Certificate of Designation setting forth the terms of the Series [    ] Preferred Stock. These documents are filed with the SEC as exhibits to our registration statement of which this prospectus supplement is a part, and the Certificate of Designation is attached as Appendix [     ] to this prospectus supplement.

General

At the time of issuance, the Series [    ] Preferred Stock will be fully paid and non-assessable and have no preemptive, conversion or exchange rights or rights to cumulative voting. The Series [    ] Preferred Stock and all other preferred stock that we may issue from time to time in accordance with the Investment Company Act, if any, are senior as to dividends and distributions to our common stock. We may issue additional series of preferred stock in the future to the extent permitted under the Investment Company Act.

Dividends

Holders of our Series [    ] Preferred Stock are entitled to receive dividends per shares in an amount equal to     % per annum, or the dividend rate. Dividends will be payable quarterly in arrears on     ,     ,     ,     ,     , and , (each, a “Dividend Payment Date”), commencing on    , to holders of record as of the immediately preceding , , and .

Dividends payable at the dividend rate will begin to accrue and be cumulative from     ,     , whether or not we have funds legally available for such dividends or such dividends are declared. Dividends that are payable on the Series [    ] Preferred Stock on any Dividend Payment Date shall be payable to holders of record of the Series [    ] Preferred Stock as they appear on the stock register of the Company on the record date for such dividend.

Dividends on our Series [    ] Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on our preferred stock on any date prior to the end of a dividend period, and for the initial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Cash dividends will be paid only to the extent we have assets legally available for such payment and only when declared by the Board of Directors, or a duly authorized committee thereof.

We will not make declare any dividend (other than a dividend payable in common stock) or other distribution on our common stock or purchase any common stock unless at the time of the declaration of such dividend or distribution or at the time of any such purchase we have an asset coverage of at least 200%, as computed in accordance with the Investment Company Act, after deducting the amount of such dividend, distribution or purchase price.

 

S-11


Voting Rights

Except for matters that do not require the vote of holders of the preferred stock under the Investment Company Act or except as otherwise provided in the certificate of designation of such preferred stock, in our certificate of incorporation or bylaws or as otherwise required by applicable law, each holder of Series [    ] Preferred Stock will be entitled to one vote for each share of Series [    ] Preferred Stock held on each matter submitted to a vote of stockholders of the Company and the holders of outstanding shares of our preferred stock, including Series [    ] Preferred Stock, and shares of Common Stock shall vote together as a single class on all matters submitted to stockholders. Notwithstanding the foregoing, the holders of the shares of our preferred stock, including Series [    ] Preferred Stock, voting as a separate class, will have the right to elect [two] members of the Board of Directors. The holders of outstanding shares of common stock together with the holders of outstanding shares of preferred stock, voting together as a single class, will elect the remaining members of the Board of Directors.

In addition, in the event that dividends on any shares of preferred stock are unpaid in an amount equal to two full years’ dividends on the preferred stock, we will increase the size of our Board of Directors such that the holders of the shares of our preferred stock, including Series [    ] Preferred Stock, voting as a separate class, will have the ability to elect a majority of the members of the Board of Directors until such time as all dividends in arrears shall have been paid or otherwise provided for at which point the size of the Board of Directors shall be decreased and the term of such additional directors shall terminate.

During the period in which any shares of Series [    ] Preferred Stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the outstanding shares of Series [    ] Preferred Stock determined with reference to a “majority of outstanding voting securities” as that term is defined in Section 2(a)(42) of the Investment Company Act, voting as a separate class:

 

    amend, alter or repeal any of the preferences, rights or powers of the Series [    ] Preferred Stock so as to affect materially and adversely such preferences, rights or powers; or

 

    subject to limited exceptions, create, authorize or issue shares of any class of capital stock ranking senior to or on a parity with the Series [    ] Preferred Stock with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of capital stock ranking senior to or on a parity with the Series [    ] Preferred Stock or reclassify any authorized shares of our capital stock into any shares ranking senior to or on a parity with the Series [    ] Preferred Stock (except that, the Board of Directors, without the vote or consent of the holders of the shares of Series [ ] Preferred Stock may from time to time authorize, create and classify, and we, to the extent permitted by the 1940 Act, may from time to time issue, shares or series of preferred stock ranking on a parity with the Series [ ] Preferred Stock with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of our affairs, and may authorize, reclassify and/or issue any additional Series [ ] Preferred Stock, including shares previously purchased or redeemed by us); provided that any such class of capital stock shall be created, authorized or issued only to the extent permitted by the 1940 Act).

The affirmative vote of the holders of a “majority of outstanding voting securities” of the Series [    ] Preferred Stock, voting as a separate class, will be required to approve any plan of reorganization (as such term is used in the Investment Company Act) adversely affecting such shares or any action requiring a vote of our security holders under Section 13(a) of the Investment Company Act.

Redemption

Optional Redemption. The Series [    ] Preferred Stock may be redeemed, in whole or in part, at any time after     ,     , at our option, upon giving notice of redemption at a redemption price per share equal to [the applicable percentage set forth below multiplied by the sum of] the liquidation preference per share plus accrued but unpaid dividends not previously added to the liquidation preference on such share. [The following redemption prices are for shares of Preferred Stock redeemed during the -month period commencing on of the years set forth below:

Year Applicable Percentage]

Redemption at the Option of the Holder. Upon the occurrence of certain bankruptcy events or the delisting of our common stock from a national securities exchange, each holder of the Series [    ] Preferred Stock will have the right to require us to repurchase all or any part of the holder’s Series [    ] Stock at a purchase price per share equal to     % of the sum of the liquidation preference per share plus accrued but unpaid dividends not previously added to the liquidation preference on such share.

On and after     ,     , each holder of the Series [    ] Preferred Stock will have the right, by providing written notice to us, to require us to repurchase all or any part of the holder’s Series [    ] Preferred Stock at a purchase price equal to     % of the sum of the liquidation preference per share plus accrued but unpaid dividends not previously added to the liquidation preference on such share.

 

S-12


Partial Redemption. In case of any partial redemption of the Series [    ] Preferred Stock, the shares to be redeemed will be selected pro rata. Subject to the provisions of the Certificate of Designation, we have full power and authority to prescribe the terms and conditions upon which shares of Series [    ] Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

Redemption Procedures. We will provide notice of any redemption of the Series [    ] Preferred Stock by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on our books and through any means required under the Investment Company Act. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption.

Liquidation

Upon any liquidation, dissolution or winding up by us, whether voluntary or involuntary, the holders of shares of our preferred stock will be entitled to be paid (before any distribution or payment is made upon any shares of common stock) the liquidation preference per share plus accrued but unpaid dividends. However, if upon liquidation, the available funds and assets to be distributed among the holders of our preferred stock, including the Series [    ] Preferred Stock, are insufficient to permit payment in full of the liquidation preference per share, then our entire available funds and assets upon liquidation shall be distributed ratably among the holders, including holders of the Series [    ] Preferred Stock, on a pro rata basis.

If there are any of our available funds or assets upon liquidation remaining after the payment or distribution to the holders of the preferred stock of their full preferential amounts described above, all such remaining available funds and assets shall be distributed as follows: [describe applicable payment priority provisions].

Modification

Without the consent of any holders of the Series [    ] Preferred Stock, we, when authorized by resolution of the Board of Directors may amend or modify these terms of the Series [    ] Preferred Stock to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision in the amendment to our certificate of incorporation, make any other provisions with respect to matters or questions arising under these terms of the Series [    ] Preferred Stock that are not inconsistent with the provisions in the Certificate of Designation.

 

S-13


SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION

The selected financial and other information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus supplement and the accompanying prospectus and our financial statements and the related notes thereto. Financial information as of and for the years ended December 31, 20    , 20    and 20    [and as of and for the period from November 15, 2012 (commencement of operations) to December 31, 2012] has been derived from the audited financial statements of Goldman Sachs BDC, Inc. [(formerly, Goldman Sachs Liberty Harbor Capital, LLC)]. The audited financial statements included in the accompanying prospectus were audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Interim financial information for the      months ended            ,             and has been derived from the unaudited interim financial statements of Goldman Sachs BDC, Inc., which are included elsewhere in this prospectus supplement and in the accompanying prospectus. Our unaudited interim financial statements were prepared on a basis consistent with our audited financial statements and, in our opinion, include all adjustments necessary for the fair statement of the results for the periods presented. Our historical results are not necessarily indicative of future results, and our results for the months ended             ,             are not necessarily indicative of the results for the full             fiscal year.

The selected financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included in this prospectus supplement and the accompanying prospectus.

 

     For the
Months
Ended    ,    
     For the
Months
Ended    ,    
     For the Year
Ended
December 31,

2015
    For the Year
Ended
December 31,
2014
    For the Year
Ended
December 31,

2013
    For the period
from November 15, 
2012
(commencement of
operations)
through
December 31,
2012
 

Consolidated statements of

operations data (in thousands):

              

Total investment income

   $         $         $ 118,436      $ 73,279      $ 22,835      $ 162   

Net expenses

           43,338        20,422        6,899        346   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) before taxes

           75,098        52,857        15,936        (184

Excise tax expense

           518        119        —          —     
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) after taxes

           74,580        52,738        15,936        (184

Net realized and unrealized gain (loss) on investments

           (27,952     (15,816     3,118        1,046   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations before tax

   $         $         $ 46,628      $ 36,922      $ 19,054      $ 862   

Income tax expense

     —           —           —          —          (1,070     (351
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations after tax

   $         $         $ 46,628      $ 36,922      $ 17,984      $ 511   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Per share data

              

Net Asset Value

   $         $         $ 18.97      $ 19.56      $ 20.00      $ 19.37   

Net investment income (loss) (basic and diluted)

   $         $         $ 2.14      $ 1.77      $ 0.67      $ (0.09

Earnings (basic and diluted)

   $         $         $ 1.34      $ 1.24      $ 0.76      $ 0.26   

Distributions declared

   $         $         $ 1.80      $ 1.69      $ 0.50      $ —     

 

S-14


     As of
        ,        
     As of
        ,        
     As of
December 31,
2015
     As of
December 31,
2014
     As of
December 31,
2013
 

Consolidated statements of asset and liabilities data (at period end) (in thousands):

              

Total assets

   $         $         $ 1,132,759       $ 967,492       $ 630,222   

Total investments, at fair value

           1,091,181         943,515         613,935   

Total liabilities

           444,109         392,910         22,437   

Total debt

           419,000         350,000         —     

Total net assets

   $         $         $ 688,650       $ 574,582       $ 607,785   

 

S-15


FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this prospectus supplement and the accompanying prospectus regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a BDC and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors,” in this prospectus supplement and the accompanying prospectus as well as any cautionary language in this prospectus supplement and the accompanying prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this prospectus supplement and the accompanying prospectus could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this prospectus supplement and the accompanying prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 27A(b)(2)(B) and (D) of the Securities Act and Section 21E(b)(2)(B) and (D) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this prospectus supplement and the accompanying prospectus or in the periodic reports we file under the Exchange Act.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

 

    our future operating results;

 

    changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

 

    uncertainty surrounding the financial stability of the U.S., the EU and China;

 

    our business prospects and the prospects of our portfolio companies;

 

    the impact of investments that we expect to make;

 

    the impact of increased competition;

 

    our contractual arrangements and relationships with third parties;

 

    the dependence of our future success on the general economy and its impact on the industries in which we invest;

 

    the ability of our prospective portfolio companies to achieve their objectives;

 

    the relative and absolute performance of our Investment Adviser;

 

    our expected financings and investments;

 

    the use of borrowed money to finance a portion of our investments;

 

    our ability to make distributions;

 

    the adequacy of our cash resources and working capital;

 

    the timing of cash flows, if any, from the operations of our portfolio companies;

 

    the impact of future acquisitions and divestitures;

 

    the effect of changes in tax laws and regulations and interpretations thereof;

 

    our ability to maintain our status as a BDC and a regulated investment company under Subchapter M of the Code;

 

S-16


    actual and potential conflicts of interest with GSAM and its affiliates;

 

    general price and volume fluctuations in the stock market;

 

    the ability of GSAM to attract and retain highly talented professionals;

 

    the impact on our business from new or amended legislation or regulations; and

 

    the availability of credit and/or our ability to access the equity markets.

 

S-17


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and other parts of this prospectus supplement and the accompanying prospectus contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus supplement and the accompanying prospectus. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Forward-Looking Statements” appearing elsewhere in this prospectus supplement and the accompanying prospectus.

[Insert Management’s Discussion and Analysis of Financial Condition, and Results of Operations from most recently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, prior to the offering.]

 

S-18


CAPITALIZATION

The following table sets forth:

 

    our actual capitalization as of                ,    ; and

 

    our pro forma capitalization to give effect to the sale of shares of preferred stock in this offering based on the public offering price of $    per share, after deducting the underwriting discounts and commissions of $    million payable by us and estimated offering expenses of approximately $    payable by us. You should read this table in conjunction with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus supplement and the accompanying prospectus.

 

     As of             , 20  
     Actual      Pro Forma  
     (in thousands)  

Assets:

  

Cash

     $         $   

Investments, at fair value

     

Other assets

     
  

 

 

    

 

 

 

Total assets

     
  

 

 

    

 

 

 

Liabilities:

     

Debt

     

Other liabilities

     
  

 

 

    

 

 

 

Total liabilities

     
  

 

 

    

 

 

 

Net assets:

     

Common stock, par value $0.001 per share; 100,000,000 shares authorized,                shares issued and outstanding, actual;                shares issued and outstanding, pro forma

     

Paid in capital in excess of par

     

Capital distributions in excess of net investment income

     

Net unrealized appreciation on investments

     

Net realized gains (losses) on investments

     

Total stockholders’ equity

     
  

 

 

    

 

 

 

Net asset value per share

     
  

 

 

    

 

 

 

 

S-19


UNDERWRITING

We are offering the preferred stock described in this prospectus supplement through a number of underwriters.                 and                are acting as representatives of each of the underwriters named below for this offering. Subject to the terms and conditions set forth in an underwriting agreement among us, our Investment Adviser and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed severally to purchase from us, the number of shares of Series [    ] Preferred Stock set forth opposite its name below.

 

Underwriter

   Number of
Shares
 

Total

  

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have severally agreed to purchase all of the shares of Series [    ] Preferred Stock sold under the underwriting agreement if any of these shares of Series [    ] Preferred Stock are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

[Overallotment Option

The underwriters have an option to buy up to                additional shares of Series [    ] Preferred Stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have                days from the date of this prospectus supplement to exercise this overallotment option. If any shares are purchased with this overallotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of Series [    ] Preferred Stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.]

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the underwritten shares of Series [    ] Preferred Stock to the public at the public offering price set forth on the cover of this prospectus supplement and to dealers at that price less a concession not in excess of $             per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $ per share to other dealers. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The following table shows the per share public offering price, underwriting discount and proceeds before expenses to us. The information assumes both no exercise and full exercise of the underwriters’ option to purchase additional shares of Series [    ] Preferred Stock.

 

S-20


     Per Share      Without
Option
     With Option  

Public offering price

   $         $         $     

Sales load (underwriting discounts and commissions)

   $         $         $     

Proceeds, before expenses, to Goldman Sachs BDC, Inc.

   $         $         $     

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $                , or approximately $                per share excluding the overallotment options and approximately $                per share including the overallotment option.

[No Sales of Similar Securities

We have agreed, with exceptions, not to sell or transfer any [type of security] for    days after the date of this prospectus supplement without first obtaining the written consent of             .]

Price Stabilizations, Short Positions, and Penalty Bids

In connection with this offering,                and                , on behalf of the underwriters, may purchase and sell Series [    ] Preferred Stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve sales by the underwriters of a greater number of shares of Series [    ] Preferred Stock than they are required to purchase in the offering. “Covered” short sales are sales of securities made in an amount up to the number of securities represented by the underwriters’ over-allotment option. Transactions to close out the covered syndicate short involve either purchases of such securities in the open market after the distribution has been completed or the exercise of the over-allotment option. In determining the source of securities to close out the covered syndicate short position, the underwriters may consider the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. The underwriters may also make “naked” short sales, or sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of bids for or purchases of securities in the open market while this offering is in progress for the purpose of fixing or maintaining the price of the securities.

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from an underwriter or syndicate member when the underwriters repurchase securities originally sold by that underwriter or syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of raising or maintaining the market price of the securities or preventing or retarding a decline in the market price of the securities. As a result, the price of the securities may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on                or otherwise. Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our securities. In addition, neither we nor any of the underwriters makes any representation that the underwriters will engage in these transactions. If the underwriters commence any of these transactions, they may discontinue them at any time.

[Sales Outside the United States

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of our Series [    ] Preferred Stock, or the possession, circulation or distribution of this prospectus supplement or accompanying prospectus or any other material relating to us or the preferred stock in any jurisdiction where action for that purpose is required. Accordingly, our Series [    ] Preferred Stock may not be offered or sold, directly or indirectly, and none of this prospectus supplement, the accompanying prospectus or any other offering material or advertisements in connection with our Series [    ] Preferred Stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

 

S-21


Each of the underwriters may arrange to sell our Series [    ] Preferred Stock offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where it is permitted to do so.

[Insert applicable legends for jurisdictions in which offers and sales may be made.]]

Electronic Delivery

The underwriters may make prospectus supplements and accompanying prospectuses available in an electronic (PDF) format. A prospectus supplement and accompanying prospectus in electronic (PDF) format may be made available on a website maintained by any of the underwriters, and the underwriters may distribute such documents electronically. The underwriters may [agree with us to] allocate a limited number of securities for sale to their online brokerage customers.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, our affiliates or our portfolio companies. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

[Describe any other specific transactions and compensation related thereto to the extent required to be disclosed by applicable law or regulation.]

[Describe if underwriters receiving proceeds of offering, if required by FINRA.]

Principal Business Address

The addresses of the underwriters are:

 

S-22


CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

[Insert disclosure regarding federal income tax consequences of an investment in the shares of preferred stock to the extent required to be disclosed by applicable law or regulation.]

 

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LEGAL MATTERS

Certain legal matters regarding the securities offered by this prospectus supplement will be passed upon for Goldman Sachs BDC, Inc. by Fried, Frank, Harris, Shriver & Jacobson LLP. In addition, Willkie Farr & Gallagher LLP has advised the Company in connection with certain matters under the Investment Company Act. Dechert LLP serves as counsel to the Company and to the Independent Directors. Certain legal matters in connection with the securities offered hereby will be passed upon for the underwriters by     .

EXPERTS

The financial statements as of December 31,      and             and for each of the three years in the period ended December 31,             have been so included in reliance on the report of PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02210, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this prospectus supplement and the accompanying prospectus. The registration statement contains additional information about us and the securities being offered by this prospectus supplement and the accompanying prospectus.

We file with or submit to the SEC periodic and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information, as well as registration statements and related exhibits and schedules, at the Public SEC’s Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090 or (800) SEC-0330. We maintain a website at www.goldmansachsbdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. You may also obtain such information by contacting us, in writing at: 200 West Street New York, New York 10282, or by telephone (collect) at (212) 902-0300. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s Internet site at http://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

 

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INDEX TO FINANCIAL STATEMENTS

[Insert index to financial statements followed by financial statements and notes thereto from most recently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, prior to the offering.]

 

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