Item 1.01 – Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 19, 2020,
Goldman Sachs BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs Asset Management, L.P. and BofA Securities, Inc., as representative of the
several underwriters named in Schedule A thereto, in connection with the issuance and sale of $500,000,000 aggregate principal amount of the Company’s 2.875% notes due 2026 (the “Offering”).
The Offering was made pursuant to the Company’s effective registration statement on Form N-2 (Registration No. 333-250189), a preliminary prospectus supplement and accompanying prospectus and a pricing term sheet, each dated as of and filed with the Securities and Exchange Commission on November 19, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.
Indenture and Second Supplemental
Indenture
On November 24, 2020, the Company and Wells Fargo Bank, National Association (the “Trustee”), entered into the Second
Supplemental Indenture, dated November 24, 2020, between the Company and the Trustee (the “Second Supplemental Indenture”), which supplements that certain Base Indenture, dated February 10, 2020 (as may be further amended,
supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Second Supplemental Indenture, the “Indenture”). The Second Supplemental Indenture relates to the Company’s issuance of
$500,000,000 aggregate principal amount of its 2.875% notes due 2026 (the “Notes”).
The Notes will mature on January 15, 2026 and may be
redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 2.875% per year payable semi-annually on January 15th and July 15th
of each year, commencing on July 15, 2021. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or
junior, in right of payment to the Notes, rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior, rank effectively
subordinated, or junior, to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank
structurally subordinated, or junior, to all future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A)
as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company
is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to
make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-250189). The Offering closed on November 24, 2020. The net proceeds to the Company were approximately $490.0 million, after deducting the
underwriting discounts and commissions of approximately $6.25 million payable by the Company and estimated offering expenses of approximately $2.3 million payable by the Company. The Company intends to use the net proceeds of the Offering to
pay down a portion of the Company’s senior secured revolving credit agreement with Truist Bank (formerly known as SunTrust Bank), as administrative agent, and Bank of America, N.A., as syndication agent, following the closing of the Offering.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in
their entirety by reference to the full text of the Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.