8-K
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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): November 17, 2023

 

 

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 1.01 – Entry into a Material Definitive Agreement.

On November 17, 2023, Goldman Sachs Private Credit Corp. (the “Company”) entered into a second amendment (the “Second Amendment”) to the Senior Secured Revolving Credit Agreement, dated as of April 6, 2023 (as amended by the First Amendment, dated August 9, 2023, and the Second Amendment, the “Truist Revolving Credit Facility”), among the Company, as borrower, the lenders and issuing banks party thereto, and Truist Bank, as administrative agent. The Second Amendment, among other things, (a) increased the total committed facility amount from $775,000,000 to $1,130,000,000, which includes the creation of a term loan tranche, (b) added the Australian Dollar as an Agreed Foreign Currency and the AUD Rate as its respective interest rate benchmark, (c) replaced the interest rate benchmark for Borrowings denominated in Canadian Dollars from CDOR to CORRA, which includes a credit spread adjustment of 0.29547% for one month tenor Borrowings and 0.32138% for three month tenor Borrowings, and (d) increased the accordion feature to permit an aggregate of up to $1,695,000,000 (from an aggregate of up to $1,500,000,000) in Borrowings at any one time outstanding. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Truist Revolving Credit Facility.

The foregoing description is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to a copy of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

Number

  

Description

10.1    Second Amendment to Senior Secured Revolving Credit Agreement, dated as of November 17, 2023, among the Company, as Borrower, the Lenders and Issuing Banks party thereto, and Truist Bank, as Administrative Agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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: November 22, 2023  

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