UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Third Amended and Restated Advisory Agreement
On January 27, 2025, Goldman Sachs Real Estate Finance Trust Inc (the “Company”) entered into the Third Amended and Restated Advisory Agreement (the “Amended and Restated Advisory Agreement”) by and among the Company and Goldman Sachs & Co. LLC (in its capacity as the Company’s advisor, the “Adviser”). The Amended and Restated Advisory Agreement reflects the addition of the Class F-I shares and Class F-II shares and the different management fees and performance fees associated with such shares. See Item 5.03 below regarding the designation of Class F-I shares and Class F-II shares.
The Adviser has agreed to waive the management fee and the performance fee with respect to the Class F-I shares until the third anniversary of the date on which the Company has raised at least $50 million of gross offering proceeds from the issuance of Class F-I shares (the “Third Anniversary”) or, if a repurchase request was made before the Third Anniversary for all outstanding Class F-I shares under the Company’s share repurchase plan, until all such shares have been redeemed. Class F-II shares will pay the management fee from the date of issuance and will not participate in the nine-month waiver of the management fee and will not pay the performance fee. As a result of the different management fee and performance fee payable to the Adviser with respect to Class F-I shares and Class F-II shares, management fees and performance fees will be a class-specific expense and will accrue for all classes on a class-specific basis.
The Amended and Restated Advisory Agreement also modifies the previous advisory agreement to confirm the specific delegation of authority for the Adviser to enter into financing arrangements on behalf of the Company.
Amended and Restated Placement Agent Agreement
On January 27, 2025, the Company entered into the Amended and Restated Placement Agent Agreement (the “Amended and Restated Placement Agent Agreement”) by and among the Company and Goldman Sachs & Co. LLC (in its capacity as the Company’s placement agent, the “Placement Agent”). The Amended and Restated Placement Agent Agreement reflects the addition of the Class F-II shares for sale in the Company’s ongoing private placement offering.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 27, 2025, the Company filed Articles of Amendment (the “Articles of Amendment”) to its Third Articles of Amendment and Restatement (the “Charter”) with the Maryland State Department of Assessments and Taxation (the “SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 2,120,000,000 and the number of shares of voting common stock, par value $0.01 per share, that the Company has authority to issue to 2,010,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the “Articles Supplementary”) to the Charter, pursuant to which the Company classified and designated 5,000,000 authorized but unissued shares of Class F-I common stock and 5,000,000 authorized but unissued shares of Class F-II common stock. Except as described in this Current Report on Form 8-K, the Articles of Amendment and Articles Supplementary did not amend, alter or modify any other terms or provisions of the Charter.
8.01 Other Events
Effective as of January 27, 2025, in connection with the designation of the Class F-I shares and the Class F-II shares, the Company amended the following documents as discussed below.
Share Repurchase Plan. The share repurchase plan was amended to reflect the addition of Class F-I shares and Class F-II shares and the restriction on the participation of such shares in the share repurchase plan. Class F-I shares are not eligible to participate in the share repurchase plan until the two-year anniversary of the date the shares were
initially purchased (the “Second Anniversary”). Class F-II shares are not eligible to participate in the share repurchase plan until the later of (i) the Second Anniversary and (ii) one year from the date of issuance of the Class F-II share.
Distribution Reinvestment Plan. The distribution reinvestment plan was amended to reflect that the Class F-I shares and Class F-II shares are not eligible to participate in the Company’s distribution reinvestment plan.
Valuation Guidelines. The valuation guidelines were amended to clarify that management fees and performance fees are a class-specific expense and will accrue for all classes on a class-specific basis.
Warehoused Investments
As described in the Company’s Registration Statement on Form 10, as amended, Goldman Sachs expects to source a portfolio of real estate debt investments (the “Warehoused Investments”) for acquisition by the Company subject to the satisfaction of certain terms and conditions, including receipt of approval of the affiliate transaction committee of the Company’s board of directors as required by the Company’s corporate governance guidelines.
On January 15, 2025, following the approval of the affiliate transaction committee of the Company’s board of directors, the Company acquired the Warehoused Investment referred to as Inland Empire Industrial as previously described in the Company’s Current Report on Form 8-K filed on December 26, 2024. The investment was acquired by the Company at an amount equal to (x) the lower of (i) fair value (determined in accordance with the Company’s valuation guidelines) of such Warehoused Investment plus accrued interest, less the unamortized original issue discount through the date of settlement and (ii) the cost of the Warehoused Investment to Goldman Sachs plus accrued interest through the date of settlement, and (y) related costs and expenses, including transaction expenses and expenses of conveyance. The conveyance amount was based on cost as set forth in (ii) above and the aggregate transfer price for Inland Empire Industrial was $59.8 million.
9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Articles of Amendment effective as of January 27, 2025 | |
| 3.2 | Articles Supplementary Designating Class F-I Shares and Class F-II Shares effective as January 27, 2025 | |
| 4.1 | Amended and Restated Distribution Reinvestment Plan | |
| 10.1 | Third Amended and Restated Advisory Agreement | |
| 10.2 | Amended and Restated Placement Agent Agreement | |
| 99.1 | Third Amended and Restated Share Repurchase Plan | |
| 99.2 | Amended Valuation Guidelines | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 31, 2025 | Goldman Sachs Real Estate Finance Trust Inc | |||||
| By: | /s/ Mallika Sinha | |||||
| Name: | Mallika Sinha | |||||
| Title: | Chief Financial Officer | |||||