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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 16, 2025

 

 

Goldman Sachs Private Credit Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   814-01627   92-3241797

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

200 West Street

New York, NY

  10282
(Address of principal executive offices)   (Zip Code)

(312) 655-4419

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

N/A   N/A   N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 
 


Item 1.01 - Entry into a Material Definitive Agreement.

On June 16, 2025, Goldman Sachs Private Credit Corp. (the “Company”) entered into a fourth amendment (the “Fourth Amendment”) to the Senior Secured Revolving Credit Agreement, dated as of April 6, 2023 (as amended by the First Amendment to Senior Secured Revolving Credit Agreement, dated August 9, 2023, the Second Amendment to Senior Secured Revolving Credit Agreement, dated November 17, 2023, and the Third Amendment to Senior Secured Revolving Credit Agreement, dated May 23, 2024, and as otherwise amended or modified, the “Truist Revolving Credit Facility”), by and among the Company, as borrower, the lenders and issuing banks party thereto, and Truist Bank, as administrative agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms as set forth in the Truist Revolving Credit Facility (as amended by the Fourth Amendment).

The Fourth Amendment, among other things, (i) increased the total committed facility amount from $1,630,000,000 to $2,370,000,000, (ii) increased the accordion feature from up to $1,770,000,000 in aggregate commitments to up to $3,555,000,000 in aggregate commitments, (iii) extended the commitment termination date from May 23, 2028 to June 15, 2029, (iv) extended the maturity date from May 23, 2029 to June 14, 2030, and (v) reduced the applicable margin to (a) with respect to any ABR Loan, 0.90% per annum; (b) with respect to any Index Rate Loan or Term Benchmark Loan, 1.90% per annum; and (c) with respect to any RFR Loan, 1.90% per annum, in each case, subject to an additional step-down in applicable margin if the Gross Borrowing Base is greater than or equal to the product of 1.60 and the Combined Debt Amount.

The foregoing description is only a summary of the material provisions of the Fourth Amendment and is qualified in its entirety by reference to a copy of the Fourth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
Number
  

Description

10.1*    Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of June 16, 2025, by and among the Company, as Borrower, the Lenders and Issuing Banks party thereto, and Truist Bank, as Administrative Agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon its request.


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: June 20, 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