8-K
false 0001920145 0001920145 2025-04-28 2025-04-28
 
 

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): April 28, 2025

 

 

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 2.02.

Results of Operations and Financial Condition.

Set forth below are preliminary estimates of Goldman Sachs Private Credit Corp.’s (the “Company”, “we” or “our”) (i) net asset value (“NAV”) and NAV per share as of March 31, 2025, (ii) net investment income per share for the three months ended March 31, 2025, (iii) cash and investments in affiliated money market fund as of March 31, 2025, (iv) total consolidated indebtedness as of March 31, 2025, (v) net realized and unrealized gains (losses), and (vi) total investments at cost. The preliminary financial data included in this Current Report on Form 8-K have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent registered public accounting firm has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. These preliminary data are subject to completion of the Company’s financial closing and review procedures and are not a comprehensive statement of the Company’s financial results or valuations as of, or for the period ended, March 31, 2025. Actual results may differ materially from these preliminary data as a result of the completion of the Company’s financial closing and review procedures, final adjustments, valuation process and other developments that may arise between now and the time that the Company’s financial results for such period are finalized.

As of the date hereof:

 

   

The Company’s preliminary estimate of its NAV as of March 31, 2025 is approximately $6.1 billion1, with a NAV per share of approximately $25.11, as determined in accordance with the Company’s valuation policy.

 

   

The Company’s preliminary estimate of its net investment income for the three months ended March 31, 2025 is approximately $0.61 per share.

 

   

The Company’s preliminary estimate of its cash and investments in affiliated money market fund as of March 31, 2025 is approximately $423.2 million.

 

   

The Company’s preliminary estimate of its total consolidated indebtedness as of March 31, 2025 is approximately $2.3 billion.

 

   

The Company’s preliminary estimate of its net realized and unrealized gains (losses) for the three months ended March 31, 2025 is approximately $(0.14) per share.

 

   

The Company’s preliminary estimate of its total investments at cost as of March 31, 2025 is approximately $8.2 billion.

In addition, as of March 31, 2025, the Company had no investments on non-accrual status.

The Company currently expects to file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 on or about Tuesday, May 13, 2025.

The information disclosed under this Item 2.02 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01

Other Events.

The information disclosed under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements that involve substantial risks and uncertainties. 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. There are likely to be events in the future, however, that we are not able

 
1 

Amount is net of share repurchases pursuant to the quarterly tender offer for the quarter ended March 31, 2025.


to predict accurately or control. Any forward-looking statement made by us in this Current Report on Form 8-K 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 periodic 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.


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: April 28, 2025     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