Goldman Sachs BDC, Inc. Prices $100 Million Offering of Unsecured Convertible Notes
September 27 2016 - 10:20PM
Business Wire
Goldman Sachs BDC, Inc. (the “Company”) (NYSE:GSBD) announced
today that it has agreed to sell in an offering of $100 million
aggregate principal amount of 4.50% convertible notes due 2022 (the
“Convertible Notes”). The Company has also granted the initial
purchasers an option to purchase up to an additional $15 million
aggregate principal amount of the Convertible Notes to cover
over-allotments, if any. The Convertible Notes will be offered and
sold only to qualified institutional buyers (as defined in the
Securities Act of 1933, as amended (the “Securities Act”)) pursuant
to Rule 144A under the Securities Act. The closing of the
transaction is subject to customary closing conditions, and the
Convertible Notes are expected to be delivered and paid for on
October 3, 2016.
The Convertible Notes are unsecured and bear interest at a rate
of 4.50% per year, payable semiannually. In certain circumstances,
the Convertible Notes will be convertible into cash, shares of the
Company’s common stock or a combination of cash and shares of the
Company’s common stock, at the Company’s election, at an initial
conversion rate of 40.8397 shares of common stock per $1,000
principal amount of the Convertible Notes, which is equivalent to
an initial conversion price of approximately $24.49 per share of
the Company’s common stock, subject to customary anti-dilution
adjustments and the other terms of the indenture governing the
Convertible Notes. The conversion price is approximately 10.0%
above the $22.26 per share closing price of the Company’s common
stock on September 27, 2016. The Company will not have the right to
redeem the Convertible Notes prior to maturity. The Convertible
Notes will mature on April 1, 2022, unless repurchased or converted
in accordance with the terms prior to such date.
The Company intends to use the net proceeds of this offering to
pay down debt under its revolving credit facility.
Neither the Convertible Notes nor the common stock that may be
issued upon conversion thereof has been nor will be registered
under the Securities Act. Neither the Convertible Notes nor the
common stock that may be issued upon conversion thereof may be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.
This press release is not an offer to sell any securities of the
Company and is not soliciting an offer to buy such securities in
any state where such offer and sale is not permitted. It is issued
pursuant to Rule 135c under the Securities Act.
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. The Company 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.
The Company 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.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that
involve substantial risks and uncertainties. These statements
include the possible sale of the Convertible Notes and expected
terms. 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. We believe that it is important to
communicate our future expectations to our investors. There are
likely to be events in the future, however, that we are not able to
predict accurately or 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, market conditions and 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160927006798/en/
Goldman Sachs BDC, Inc.InvestorsKatherine Schneider,
212-902-3122orMediaAndrew Williams, 212-902-5400
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