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8-K

Goldman Sachs BDC, Inc. (GSBD)

8-K 2020-08-10 For: 2020-08-10
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2020

GOLDMAN SACHS BDC, INC.

(Exact name of registrant as specified in charter)

Delaware 814-00998 46-2176593
(State or Other Jurisdiction<br><br><br>of Incorporation) (Commission<br><br><br>File Number) (I.R.S. Employer<br><br><br>Identification No.)
200 West Street, New York, New York 10282
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212)902-0300

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<br>CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br><br>Symbol(s) Name of each exchange<br><br><br>on which registered
Common Stock, par value $0.001 per<br><br><br>share GSBD The New York Stock Exchange

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 2.02 – Results of Operations and Financial Condition.

On August 10, 2020, Goldman Sachs BDC, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2020. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 – Regulation FD Disclosure.

On August 10, 2020, the Company issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a second quarter 2020 distribution of $0.45 per share.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 – Financial Statements andExhibits.

(d) Exhibits:

Exhibit<br>Number Description
99.1 Press Release of Goldman Sachs BDC, Inc., dated August 10, 2020.

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 BDC, INC.<br><br><br>(Registrant)
Date: August 10, 2020 By: /s/ Jonathan Lamm
Name: Jonathan Lamm
Title: Chief Financial Officer and Treasurer

Press Release of Goldman Sachs BDC, Inc., dated August 10, 2020.

Exhibit 99.1

LOGO

Goldman Sachs BDC, Inc. Reports June 30, 2020 Financial Results and Announces Quarterly Dividend of $0.45 Per Share

Company Release – August 10, 2020

NEW YORK — (BUSINESS WIRE) — Goldman Sachs BDC, Inc. (“GSBD” or the “Company”) (NYSE: GSBD) today reported financial results for the second quarter ended June 30, 2020 and filed its Form 10-Q with the U.S. Securities and Exchange Commission.

QUARTERLY HIGHLIGHTS

Net investment income for the quarter ended June 30, 2020 was $0.45 per share, equating to an annualized<br>net investment income yield on book value of 11.9%;
The Company announced a third quarter dividend of $0.45 per share payable to shareholders of record as of<br>September 30, 2020;^1^
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No new investments were added to non-accrual status during the quarter. As of June 30, 2020, investments<br>on non-accrual status were 0.1% and 0.9% of the total investment portfolio at fair value and amortized cost, respectively;
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Net asset value per share for the quarter ended June 30, 2020 increased to $15.14 from $14.72 as of<br>March 31, 2020, primarily reflecting an improvement in market credit spreads; and
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During the quarter, Moody’s reaffirmed the Company’s investment grade (IG) rating of Baa3 and stable<br>outlook. In addition, Fitch affirmed the Company’s IG rating of BBB-.
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UPDATES TOPREVIOUSLY ANNOUNCED MERGER

On June 11, 2020, the Company and Goldman Sachs Middle Market Lending Corp. (“MMLC”) entered<br>into and announced that they had amended and restated the Agreement and Plan of Merger. The Company’s amended registration statement on Form N-14, which includes a joint proxy statement of the Company and<br>MMLC and a prospectus of the Company, was declared effective by the Securities Exchange Commission (“SEC”) on July 31, 2020. Special shareholder meetings for the Company’s and MMLC’s shareholders are scheduled for<br>October 2, 2020 to vote on the matters described in the joint proxy statement/prospectus.
As described previously, GSAM believes the merger of the Company and MMLC will result in significant benefits<br>for each set of shareholders and the Company will benefit from accretion to net investment income, improved portfolio metrics, balance sheet deleveraging, and economies of scale.
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The merger is expected to close shortly after the special shareholder meetings in October 2020, subject to<br>shareholder approval and other customary closing conditions.
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SELECTED FINANCIAL HIGHLIGHTS

(in $ millions, except per share data) As of<br><br><br>June 30, 2020 As of<br><br><br>March 31, 2020
Investment portfolio, at fair value^2^ $ 1,424.5 $ 1,422.7
Total debt outstanding^3^ $ 918.5 $ 917.8
Net assets $ 611.5 $ 594.9
Net asset value per share $ 15.14 $ 14.72
Three Months<br>Ended June 30, 2020 Three Months<br>Ended March 31, 2020
Total investment income $ 30.6 $ 32.0
Net investment income after taxes $ 18.2 $ 18.2
Net increase in net assets resulting from operations $ 34.8 $ (63.8 )
Net investment income per share (basic and diluted) $ 0.45 $ 0.45
Earnings (loss) per share (basic and diluted) $ 0.86 $ (1.58 )
Regular distribution per share $ 0.45 $ 0.45

INVESTMENT ACTIVITY^2^

During the three months ended June 30, 2020, new investment commitments and fundings were $0.5 million and $0.0 million, respectively, including net fundings of $(0.6) million in unfunded prior commitments. The new investment commitments were across one new portfolio company and one existing portfolio company. New investment commitments were comprised of 100% first lien debt investments. The Company had sales and repayments of $18.3 million primarily driven by the full repayment of an investment in one portfolio company.

Summary of Investment Activity for the three months ended June 30, 2020 was as follows:

New Investment Commitments Sales and Repayments
Investment Type Millions % of Total Millions % of Total
1st Lien/Senior Secured Debt 100.0 % 42.1 %
1st Lien/Last-Out Unitranche 0.6
2nd Lien/Senior Secured Debt 54.6
Unsecured Debt 2.7
Total 100.0 % 100.0 %

All values are in US Dollars.

PORTFOLIO SUMMARY^2^

As of June 30, 2020, the Company’s investment portfolio consisted of the following:

Investments at Fair Value
Investment Type Millions % of Total
1st Lien/Senior Secured Debt 75.9 %
1st Lien/Last-Out Unitranche 2.4
2nd Lien/Senior Secured Debt 14.4
Unsecured Debt 0.5
Preferred Stock 4.2
Common Stock 2.6
Total 100.0 %

All values are in US Dollars.

The following table presents certain selected information regarding the Company’s investment portfolio:

As of
June 30, 2020 March 31, 2020
Number of portfolio companies 107 107
Percentage of performing debt bearing a floating<br>rate^4^ 98.7 % 98.5 %
Percentage of performing debt bearing a fixed<br>rate^4^ 1.3 % 1.5 %
Weighted average yield on debt and income producing investments, at amortized cost^5^ 8.3 % 8.5 %
Weighted average yield on debt and income producing investments, at fair value^5^ 10.2 % 10.7 %
Weighted average leverage (net<br>debt/EBITDA)^6^ 5.4x 5.6x
Weighted average interest coverage^6^ 2.7x 2.6x
Median EBITDA^6^ $ 37.92 million $ 37.83 million

As of June 30, 2020, investments on non-accrual status represented 0.1% and 0.9% of the total investment portfolio at fair value and amortized cost, respectively.

RESULTS OF OPERATIONS

Total investment income for the three months ended June 30, 2020 and March 31, 2020 was $30.6 million and $32.0 million, respectively. The decrease in investment income was primarily driven by a decrease in interest income due to a decrease in LIBOR. The $30.6 million of total investment income was comprised of $30.0 million from interest income, original issue discount accretion, payment-in-kind income and dividend income, $0.3 million from prepayment-related income and $0.3 million from other income.^7^

Net expenses before taxes for the three months ended June 30, 2020 and March 31, 2020 were $12.0 million and $13.4 million, respectively. The $1.4 million decrease in expenses was primarily driven by the voluntary management fee waiver. The $12.0 million of net expenses before taxes were comprised of $9.1 million of interest and other debt expenses, $1.5 million of net management fees, and $1.4 million of other operating expenses.

Net investment income after taxes for the three months ended June 30, 2020 was $18.2 million, or $0.45 per share, as compared with $18.2 million, or $0.45 per share for the three months ended March 31, 2020.

During the three months ended June 30, 2020, the Company had net realized and unrealized gains (losses) of $16.6 million, primarily driven by credit spread tightening.

Net increase in net assets resulting from operations for the three months ended June 30, 2020 was $34.8 million, or $0.86 per share.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2020, the Company had $918.5 million of total principal amount of debt outstanding, comprised of $403.5 million of outstanding borrowings under its senior secured revolving credit facility, $155.0 million of unsecured convertible notes and $360.0 million of unsecured notes. The combined weighted average interest rate on debt outstanding was 3.29% for the three months ended June 30, 2020. As of June 30, 2020, the Company had $391.7 million of availability under its senior secured revolving credit facility and $105.8 million in cash and cash equivalents.^3,8^

The Company’s ending net debt to equity leverage ratio was 1.33x as of June 30, 2020, as compared to 1.40x as of March 31, 2020.^9^

CONFERENCE CALL

The Company will host an earnings conference call on Tuesday, August 11, 2020 at 9:00 am Eastern Time. All interested parties are invited to participate in the conference call by dialing (866) 884-8289; international callers should dial +1 (631) 485-4531; conference ID 3895223. All participants are asked to dial in approximately 10-15 minutes prior to the call, and reference “Goldman Sachs BDC, Inc.” when prompted. For a slide presentation that the Company may refer to on the earnings conference call, please visit the Investor Resources section of the Company’s website at www.goldmansachsbdc.com. The conference call will be webcast simultaneously on the Company’s website. An archived replay of the call will be available from approximately 12:00pm Eastern Time on August 11, 2020 through September 11, 2020. To hear the replay, participants should dial (855) 859-2056; international callers should dial +1 (404) 537-3406; conference ID 3895223. An archived replay will also be available on the Company’s webcast link located on the Investor Resources section of the Company’s website.

Please direct any questions regarding the conference call to Goldman Sachs BDC, Inc. Investor Relations, via e-mail, at

[email protected]. ****

ENDNOTES

^1)^ The $0.45 per share dividend is payable on October 15, 2020 to shareholders of record as of<br>September 30, 2020.
^2)^ The discussion of the investment portfolio of the Company excludes its investment in a money market fund<br>managed by an affiliate of The Goldman Sachs Group, Inc. As of June 30, 2020, the Company’s investment in the money market fund was $89.5 million.
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^3)^ Total debt outstanding excludes netting of debt issuance costs of $9.2 million and $9.7 million,<br>respectively, as of June 30, 2020 and March 31, 2020.
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^4)^ The fixed versus floating composition has been calculated as a percentage of performing debt investments<br>measured on a fair value basis, including income producing stock investments and excludes investments, if any, placed on non-accrual.
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^5)^ Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and<br>discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on<br>non-accrual) at amortized cost or fair value, respectively. This calculation excludes exit fees that are receivable upon repayment of the loan.
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^6)^ For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net<br>debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude<br>debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of<br>the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking net income before net interest expense, income tax<br>expense, depreciation and amortization (“EBITDA”) for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments and excludes investments where net debt to EBITDA may<br>not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
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For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments and excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments and excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the financial statements most recently provided to us of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of June 30, 2020 and March 31, 2020, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 29.2% and 29.2%, respectively, of total debt investments at fair value. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

^7)^ Interest income excludes prepayment premiums, accelerated accretion of upfront loan origination fees and<br>unamortized discounts. Prepayment related income includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts.
^8)^ The Company’s revolving credit facility has debt outstanding denominated in currencies other than U.S.<br>Dollars (“USD”). These balances have been converted to USD using applicable foreign currency exchange rates as of June 30, 2020. As a result, the revolving credit facility’s outstanding borrowings and the available debt amounts<br>may not sum to the total debt commitment amount.
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^9)^ The ending net debt to equity leverage ratios exclude unfunded commitments.
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Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

December 31,2019
Assets
Investments, at fair value
Non-controlled/non-affiliated<br>investments (cost of 1,364,946 and 1,338,268) 1,283,565 $ 1,298,133
Non-controlled affiliated investments (cost of 83,410 and<br>83,460) 94,492 82,580
Controlled affiliated investments (cost of 85,603 and 88,119) 46,410 73,539
Investments in affiliated money market fund (cost of 89,470 and —) 89,470
Cash 16,318 9,409
Receivable for investments sold 153 93
Unrealized appreciation on foreign currency forward contracts 33 32
Interest and dividends receivable 8,406 5,702
Deferred financing costs 8,618 4,427
Deferred offering costs 276
Other assets 3,139 1,084
Total assets 1,550,604 $ 1,475,275
Liabilities
Debt (net of debt issuance costs of 9,229 and 3,680) 909,263 $ 769,727
Interest and other debt expenses payable 7,659 2,304
Management fees payable 1,467 3,653
Incentive fees payable 1,850
Distribution payable 18,181 18,165
Directors’ fees payable 135
Accrued offering costs 28
Accrued expenses and other liabilities 2,403 3,423
Total liabilities 939,108 $ 799,150
Commitments and Contingencies
Net Assets
Preferred stock, par value 0.001 per share (1,000,000 shares authorized, no shares issued and<br>outstanding) $
Common stock, par value 0.001 per share (200,000,000 shares authorized, 40,401,637 and 40,367,071<br>shares issued and outstanding as of June 30, 2020 and December 31, 2019) 40 40
Paid-in capital in excess of par 778,827 778,132
Distributable earnings (165,950 ) (100,626 )
Allocated income tax expense (1,421 ) (1,421 )
TOTAL NET ASSETS 611,496 $ 676,125
TOTAL LIABILITIES AND NET ASSETS 1,550,604 $ 1,475,275
Net asset value per share 15.14 $ 16.75

All values are in US Dollars.

Goldman Sachs BDC, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

For the Three Months Ended For the Six Months Ended
June 30,<br>2020 June 30,<br>2019 June 30,<br>2020 June 30,<br>2019
Investment Income:
From<br>non-controlled/non-affiliated investments:
Interest income $ 28,509 $ 34,713 $ 58,024 $ 66,282
Payment-in-kind 535 174 1,149 476
Other income 245 870 492 1,521
Total investment income from<br>non-controlled/non-affiliated investments 29,289 35,757 59,665 68,279
From non-controlled affiliated investments:
Interest income 423 576 1,088 1,194
Payment-in-kind 385 376 575 745
Dividend income 38 53 43 85
Other income 41 11 46 22
Total investment income from non-controlled affiliated<br>investments 887 1,016 1,752 2,046
From controlled affiliated investments:
Payment-in-kind 366 565 996 1,100
Interest income 60 63 161 63
Dividend income 1,000 3,450
Total investment income from controlled affiliated investments 426 1,628 1,157 4,613
Total investment income $ 30,602 $ 38,401 $ 62,574 $ 74,938
Expenses:
Interest and other debt expenses $ 9,114 $ 9,501 $ 18,008 $ 17,954
Management fees 3,617 3,742 7,283 7,278
Incentive fees 4,144 4,637
Professional fees 623 689 1,337 1,331
Administration, custodian and transfer agent fees 228 239 469 479
Directors’ fees 139 114 278 227
Other expenses 462 433 834 769
Total expenses $ 14,183 $ 18,862 $ 28,209 $ 32,675
Fee waiver (2,150 ) (2,810 )
Net expenses $ 12,033 $ 18,862 $ 25,399 $ 32,675
NET INVESTMENT INCOME BEFORE TAXES $ 18,569 $ 19,539 $ 37,175 $ 42,263
Income tax expense, including excise tax $ 389 $ 452 $ 816 $ 891
NET INVESTMENT INCOME AFTER TAXES $ 18,180 $ 19,087 $ 36,359 $ 41,372
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated<br>investments $ (1,182 ) $ (8,570 ) $ (6,616 ) $ (33,292 )
Non-controlled affiliated investments (211 ) (211 )
Controlled affiliated investments (673 ) (4,704 ) (673 )
Foreign currency forward contracts 52 34 80 52
Foreign currency transactions (23 ) (10 ) (18 ) (16 )
Net change in unrealized appreciation (depreciation) from:
Non controlled/non-affiliated investments 31,798 (1,435 ) (41,246 ) 5,771
Non-controlled affiliated investments 8,169 5,840 11,962 3,084
Controlled affiliated investments (21,214 ) 2,440 (24,613 ) 1,546
Foreign currency forward contracts (81 ) (45 ) 1 33
Foreign currency translations (670 ) (507 ) (55 ) 295
Net realized and unrealized gains (losses) $ 16,638 $ (2,926 ) $ (65,420 ) $ (23,200 )
(Provision) benefit for taxes on realized gain/loss on investments 121 121
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments (152 ) 99 52
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 34,818 $ 16,130 $ (28,962 ) $ 18,345
Weighted average shares outstanding 40,401,637 40,297,090 40,398,978 40,279,173
Net investment income per share (basic and diluted) $ 0.45 $ 0.47 $ 0.90 $ 1.03
Earnings (loss) per share (basic and diluted) $ 0.86 $ 0.40 $ (0.72 ) $ 0.46

ABOUT GOLDMAN SACHS BDC, INC.

Goldman Sachs BDC, Inc. is a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940. GSBD was formed by The Goldman Sachs Group, Inc. (“Goldman Sachs”) to invest primarily in middle-market companies in the United States, and is externally managed by Goldman Sachs Asset Management, L.P., an SEC-registered investment adviser and a wholly-owned subsidiary of Goldman Sachs. GSBD seeks to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, first lien/last-out unitranche and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. For more information, visit www.goldmansachsbdc.com. Information on the website is not incorporated by reference into this press release and is provided merely for convenience.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve substantial risks and uncertainties, including the impact of COVID-19 on the business, future operating results, access to capital and liquidity of the Company and its portfolio companies. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside of the Company’s control. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Goldman Sachs BDC, Inc.

Investor Contact: Florina Mendez, 917-343-7823

Media Contact: Patrick Scanlan, 212-902-6164

Source: Goldman Sachs BDC, Inc.