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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 24, 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 3.02.
Unregistered Sales of Equity Securities.
As of June 1, 2025, Goldman Sachs Private Credit Corp. (the “Company”) sold unregistered Class I shares (“Shares”) (with the final number of Shares being determined on June 24, 2025). The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, Regulation D thereunder and/or Regulation S thereunder. The following table details the Shares sold:
 
Date of Unregistered Sale
   
Amount of Class I Shares
     
Consideration
  
As of June 1, 2025 (number of shares finalized on June 24, 2025)
      9,247,618      $ 231,745,314  
The sale of Shares was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act) and/or
Non-U.S.
Person (as defined in Regulation S under the Securities Act).
 
Item 7.01.
Regulation FD Disclosure.
May 2025 Distribution
On May 7, 2025, the Board of Directors of the Company declared a regular distribution per share with respect to the Shares for the month of May
2025
(the “May Distribution”).
 
    
Distribution
(1)
     
Annualized Distribution Yield
(2)
  
Class I Shares
    $ 0.19 per share        9.1 % 
 
(1)
Distribution per share is rounded to two decimal places.
(2)
Annualized distribution yield reflects the current month’s distribution per share annualized and divided by the current month end net asset value (“NAV”) per share and reflects the actual distribution per share paid.
The May Distribution is payable on or about July 3, 2025 to stockholders of record as of the open of business on May 30, 2025. The May
Distribution
will be paid in cash or reinvested in Shares for stockholders participating in the Company’s distribution reinvestment plan.
Total Return Based on NAV
As of May 31, 2025, the total return based on NAV was as follows:
 
    
1-Month
    
3-Month
    
Year-To-Date
    
1-Year
    
Inception-to-Date
  
Class I Shares
(1)
      0.9 %      1.9 %      3.2 %      9.0 %      10.4 % 
 
(1)
Total return based on NAV is calculated as the change in NAV per share during the applicable period, plus distributions per share during the applicable period (assuming distributions are reinvested in accordance with the Company’s distribution reinvestment plan). Performance calculations for
inception-to-date
total return based on NAV began on April 6, 2023, the date the Company commenced operations. Returns for periods greater than one year are annualized.
 
Item 8.01.
Other Events.
Net Asset Value (as of May 31, 2025)
As of May 31, 2025, the Company’s NAV was approximately $6.9 billion. The NAV per share as of May 31, 2025, as determined in accordance with the Company’s valuation policy, is set forth below.
 
    
NAV per share

as of May 31, 2025
  
Class I Shares
      $25.06  
As of May 31, 2025, the fair value of the Company’s investment portfolio was approximately $9.5 billion.
Fund Leverage (as of May 31, 2025)
The following table sets forth fund leverage as of May 31, 2025:
 
    
Fund Leverage

as of May 31, 2025
  
Fund Leverage
(1)
      0.4x  
 
(1)
Fund leverage is calculated using the average daily borrowings of the Company during the month divided by average net assets during the month.
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.
 
Date: June 27, 2025    
GOLDMAN SACHS PRIVATE CREDIT CORP.
(Registrant)
    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