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): October 24, 2024

 

 

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 October 24, 2024, GSCR Mott Street SPV LLC (“GSCR Mott Street”), a wholly owned subsidiary of Goldman Sachs Private Credit Corp. (the “Company”), entered into the first amendment (the “First Amendment”) to the Loan and Servicing Agreement, dated as of August 9, 2024 (as otherwise amended, supplemented or otherwise modified and in effect from time to time, including by the First Amendment, the “MS Revolving Credit Facility”) by and among GSCR Mott Street, as borrower, Morgan Stanley Senior Funding, Inc. (“MS”), as administrative agent, State Street Bank and Trust Company, as collateral agent, account bank and collateral custodian, the Company, as servicer and as transferor, and the lenders party thereto.

The First Amendment, among other things, (i) joined new lenders to the MS Revolving Credit Facility and (ii) created a second tranche of commitments in the amount of $1,000,000,000 (the “Tranche B Commitments”), increasing the total facility amount from $1,000,000,000 to $2,000,000,000 in borrowings at any one time outstanding.

Advances for the Tranche B Commitments bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which in the case of US dollars is 3-month Term SOFR) plus an applicable margin of 2.15%. After the expiration of a two-year reinvestment period, the applicable margin on all outstanding advances will be 2.65% per annum.

The foregoing description is only a summary of the material provisions of the First Amendment and is qualified in its entirety by reference to a copy of the First 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*    First Amendment to Loan and Servicing Agreement, dated as of October 24, 2024, by and among GSCR Mott Street, as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, State Street Bank and Trust Company, as collateral agent, account bank and collateral custodian, the Company, as servicer and as transferor, and the lenders party thereto.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain exhibits, annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit, annex or schedule to the Securities and Exchange Commission upon its request.


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 PRIVATE CREDIT CORP.

(Registrant)

Date: October 30, 2024   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