UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Notes Offering
On May 6, 2025, Goldman Sachs Private Credit Corp. (the “Company”, “we” or “our”) and Computershare Trust Company, National Association (the “Trustee”) entered into (i) an indenture, dated as of May 6, 2025 (the “Base Indenture”), (ii) a First Supplemental Indenture (the “First Supplemental Indenture”) relating to the Company’s issuance of $400,000,000 aggregate principal amount of its 5.875% notes due 2028 (the “2028 Notes”) and (iii) a Second Supplemental Indenture (the “Second Supplemental Indenture”) relating to the Company’s issuance of $600,000,000 aggregate principal amount of its 6.250% notes due 2030 (the “2030 Notes”, and together with the 2028 Notes, the “Notes”). Each of the First Supplemental Indenture and Second Supplemental Indenture supplements the Base Indenture (the Base Indenture together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The 2028 Notes will mature on May 6, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Base Indenture, as supplemented by the First Supplemental Indenture. The 2030 Notes will mature on May 6, 2030 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Base Indenture, as supplemented by the Second Supplemental Indenture. The 2028 Notes bear interest at a rate of 5.875% per year payable semi-annually on May 6 and November 6 of each year, commencing on November 6, 2025. The 2030 Notes bear interest at a rate of 6.250% per year payable semi-annually on May 6 and November 6 of each year, commencing on November 6, 2025. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as exhibits hereto and incorporated by reference herein.
The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act (the “Notes Offering”). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes Offering closed on May 6, 2025. The net proceeds to the Company were approximately $986.7 million, after deducting the initial purchaser discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Notes Offering to repay a portion of the outstanding indebtedness under its credit facilities and for general corporate purposes.
Registration Rights Agreements
In connection with the Notes Offering, the Company entered into (i) a Registration Rights Agreement, dated as of May 6, 2025, with BofA Securities, Inc., as the representative of the initial purchasers of the 2028 Notes (the “2028 Notes Registration Rights Agreement”) and (ii) a Registration Rights Agreement, dated as of May 6, 2025, with BofA Securities, Inc., as the representative of the initial purchasers of the 2030 Notes (the “2030 Notes Registration Rights Agreement” and, together with the 2028 Notes Registration Rights Agreement, the “Registration Rights Agreements”). Pursuant to the Registration Rights Agreements, the Company is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreements, it will be required to pay additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in their entirety by reference to the full text of the Registration Rights Agreements, filed as exhibits hereto and incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Form 8-K under the caption “Notes Offering” is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDMAN SACHS PRIVATE CREDIT CORP. (Registrant) | ||||||
| Date: May 7, 2025 | By: | /s/ Alex Chi | ||||
| Name: | Alex Chi | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||