UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
| Item 3.02 | Unregistered Sales of Equity Securities |
On January 6, 2025, the Company sold unregistered shares of its common stock (the “Shares”). 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 and Regulation D thereunder. The following table details the Shares sold:
| Title of Securities* |
Number of Shares Sold | Aggregate Consideration | ||||||
| Class I Common Shares |
3,392,200.000 | $ | 84,805,000 | |||||
| Class S Common Shares |
1,270,742.560 | $ | 32,052,262 | (1) | ||||
| Class D Common Shares |
2,955.083 | $ | 75,000 | (1) | ||||
| (1) | Includes upfront selling commissions and placement fees of $284,806. |
| * | We view our different series of common stock (Series T, Series S, Series D and Series I) as being part of the same single class of common stock. However, in order to mirror common industry terminology, we refer to these separate series of common stock as “classes.” |
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).
As previously disclosed, on October 4, 2024, the Company entered into a subscription agreement with GS Fund Holdings, L.L.C. (“GS Fund Holdings”), an affiliate of Goldman Sachs & Co, LLC (the “Adviser”), pursuant to which GS Fund Holdings, or an entity that is controlled by, controls or is under common control with GS Fund Holdings (collectively, “Goldman Sachs”) agreed, from time to time, to purchase from the Company an aggregate amount of $100 million in non-voting common stock, at a price per share equal to the Company’s most recently determined net asset value (“NAV”) for the non-voting common stock, or if an NAV has yet to be calculated, then $25.00 (the “Goldman Sachs Investment”). On January 6, 2025, in connection with the Goldman Sachs Investment, the Company issued an aggregate of 1.0 million of its shares of non-voting common stock to Goldman Sachs at a price per share of $25.00 for an aggregate purchase price of $25.0 million. The offer and sale of the shares to Goldman Sachs was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 17, 2025 | Goldman Sachs Real Estate Finance Trust Inc | |||||
| By: | /s/ Mallika Sinha | |||||
| Name: | Mallika Sinha | |||||
| Title: | Chief Financial Officer | |||||