false 0002027537 0002027537 2025-02-03 2025-02-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 3, 2025

 

 

Goldman Sachs Real Estate Finance Trust Inc

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-56667   99-2025085

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

200 West Street, New York New York
10282
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 902-1000

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

None   None   None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

On February 3, 2025, Goldman Sachs Real Estate Finance Trust Inc (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 Stock

     1,067,360      $ 26,684,000  

Class S Common Stock

     278,800      $ 7,026,720 (1) 

 

(1)

Includes upfront selling commissions and placement fees of $56,720.

*

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 the 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).

 

Item 8.01

Other Information

January 2025 Distributions

On or about February 10, 2025, the Company will pay distributions per share for each outstanding class of its common stock for the month of January 2025 in the amount set forth below. The gross distribution consists of a regular distribution in the amount of $0.1660 per share and a special distribution of $0.0440 per share.

 

     Gross Distribution      Distribution Fee      Net Distribution  

Class S Common Stock

   $ 0.2100      ($ 0.0180    $ 0.1920  

Class I Common Stock

   $ 0.2100        —       $ 0.2100  

Non-voting Common Stock

   $ 0.2100        —       $ 0.2100  

The net distribution for each class of common stock (which represents the gross distribution less distribution fees for the applicable class of common stock) are payable to stockholders of record as of the close of business on January 31, 2025 (the “Record Date”). There are no distributions fees with respect to class I common stock or non-voting common stock. As of the Record Date, the Company had no outstanding shares of class T, class D, class F-I and class F-II common stock. These distributions will be paid in cash or reinvested in the applicable class of common stock for stockholders participating in the Company’s distribution reinvestment plan.

Loan Origination

On February 7, 2025, the Company originated a $37.5 million floating rate, first mortgage loan collateralized by a 306-unit multifamily property located in Leander, Texas (“Austin Multifamily”). The mortgage loan is intended to refinance the existing debt on the property. The initial term of the loan is three years and provides for two one-year extension options, subject to the satisfaction of certain pre-defined conditions by the borrower. Monthly payments consist of interest only at a rate of one-month term Secured Overnight Financing Rate (“SOFR”) plus 2.70%.


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:  February 7, 2025     Goldman Sachs Real Estate Finance Trust Inc
    By:  

/s/ Mallika Sinha

    Name:   Mallika Sinha
    Title:   Chief Financial Officer