UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
None |
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None |
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None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: |
☐ |
Accelerated filer: |
☐ |
☒ |
Smaller reporting company: |
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Emerging growth company: |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of May 9, 2024, was
1
GOLDMAN SACHS PRIVATE CREDIT CORP.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024
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INDEX |
PAGE |
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3 |
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4 |
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ITEM 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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8 |
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24 |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
44 |
ITEM 3. |
57 |
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ITEM 4. |
58 |
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58 |
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ITEM 1. |
58 |
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ITEM 1A. |
58 |
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ITEM 2. |
58 |
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ITEM 3. |
59 |
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ITEM 4. |
59 |
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ITEM 5. |
59 |
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ITEM 6. |
60 |
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61 |
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2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains 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 of, or other variations on, these terms 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. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Goldman Sachs Private Credit Corp.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
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March 31, |
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December 31, |
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2024 (Unaudited) |
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2023 |
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Assets |
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Investments, at fair value |
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Non-controlled/non-affiliated investments (cost of $ |
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$ |
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$ |
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Non-controlled affiliated investments (cost of $ |
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Total investments, at fair value (cost of $ |
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$ |
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$ |
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Investments in affiliated money market fund (cost of $ |
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Cash |
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Interest and dividends receivable |
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Deferred financing costs |
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Receivable for investments sold |
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Deferred offering costs |
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Receivable from investment adviser |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Debt |
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$ |
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$ |
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Payable for investments purchased |
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Distribution payable |
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Interest and other debt expenses payable |
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Management fees payable |
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Incentive fees based on income payable |
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Incentive fees based on capital gains payable |
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Payable for share repurchases |
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Accrued expenses and other liabilities |
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Total liabilities |
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$ |
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$ |
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Net assets |
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Preferred stock, par value $ |
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$ |
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$ |
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Common stock, par value $ |
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Paid-in capital in excess of par |
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Distributable earnings (loss) |
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Total net assets |
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$ |
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$ |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per common share |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
Goldman Sachs Private Credit Corp.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
|
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For the Three Months Ended |
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For the Three Months Ended |
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March 31, 2024 |
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March 31, 2023 |
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Investment income: |
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From non-controlled/non-affiliated investments: |
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Interest income |
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$ |
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$ |
— |
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Other income |
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— |
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From non-controlled affiliated investments: |
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Interest income |
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Dividend income |
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— |
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Total investment income |
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$ |
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$ |
— |
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Expenses: |
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Interest and other debt expenses |
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$ |
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$ |
— |
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Management fees |
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— |
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Incentive fees based on income |
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— |
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Incentive fees based on capital gains |
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— |
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Offering costs |
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— |
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Professional fees |
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— |
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Organization costs |
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Directors’ fees |
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Other general and administrative expenses |
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Total expenses |
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$ |
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$ |
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Fee waivers |
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( |
) |
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— |
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Expense support |
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( |
) |
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( |
) |
Net expenses |
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$ |
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$ |
— |
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Net investment income |
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$ |
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$ |
— |
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Net realized and unrealized gains (losses): |
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Net realized gain (loss) from: |
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Non-controlled/non-affiliated investments |
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$ |
( |
) |
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$ |
— |
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Foreign currency transactions |
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( |
) |
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— |
|
Net change in unrealized appreciation (depreciation) from: |
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Non-controlled/non-affiliated investments |
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— |
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Non-controlled affiliated investments |
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Foreign currency translations |
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— |
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Warehouse transaction |
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Net realized and unrealized gains |
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$ |
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$ |
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Net increase in net assets from operations |
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$ |
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$ |
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Weighted average common shares and common units outstanding |
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Basic and diluted net investment income per share |
|
$ |
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$ |
— |
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Basic and diluted earnings (loss) per share |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
Goldman Sachs Private Credit Corp.
Consolidated Statements of Changes in Net Assets
(in thousands, except per share amounts)
(Unaudited)
|
|
For the Three Months Ended |
|
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For the Three Months Ended |
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||
|
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March 31, 2024 |
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March 31, 2023 |
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Net assets at beginning of period |
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$ |
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$ |
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||
Increase (decrease) in net assets from operations: |
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Net investment income |
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$ |
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$ |
— |
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Net realized gain (loss) |
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( |
) |
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— |
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Net change in unrealized appreciation (depreciation) |
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Net increase in net assets from operations |
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$ |
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$ |
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||
Distributions to stockholders from: |
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Distributable earnings to common stockholders |
|
$ |
( |
) |
|
$ |
— |
|
Total distributions to stockholders |
|
$ |
( |
) |
|
$ |
— |
|
Capital transactions: |
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||
Issuance of common shares |
|
$ |
|
|
$ |
— |
|
|
Repurchase of common shares |
|
|
( |
) |
|
|
— |
|
Reinvestment of common stockholder distributions |
|
|
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|
|
— |
|
|
Net increase in net assets from capital transactions |
|
$ |
|
|
$ |
— |
|
|
Total increase in net assets |
|
$ |
|
|
$ |
|
||
Net assets at end of period |
|
$ |
|
|
$ |
|
||
Distributions per common share |
|
$ |
|
|
$ |
— |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
Goldman Sachs Private Credit Corp.
Consolidated Statements of Cash Flows
(in thousands, except shares and per share amounts)
(Unaudited)
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||
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||
Cash flows from operating activities: |
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||
Net increase in net assets from operations: |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities: |
|
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||
Purchases of investments |
|
|
( |
) |
|
|
— |
|
Payment-in-kind interest capitalized |
|
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( |
) |
|
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— |
|
Investments in affiliated money market fund, net |
|
|
( |
) |
|
|
— |
|
Proceeds from sales of investments and principal repayments |
|
|
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— |
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Net realized (gain) loss on investments |
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|
|
— |
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Net change in unrealized (appreciation) depreciation on investments |
|
|
( |
) |
|
|
— |
|
Net change in unrealized (appreciation) depreciation on foreign currency translation |
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|
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|
|
— |
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Unrealized gain on warehouse transaction |
|
|
|
|
|
( |
) |
|
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
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— |
|
Amortization of deferred financing costs |
|
|
|
|
|
— |
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Amortization of deferred offering costs |
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|
|
|
— |
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Change in operating assets and liabilities: |
|
|
|
|
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|
||
(Increase) decrease in receivable for investments sold |
|
|
|
|
|
— |
|
|
(Increase) decrease in interest and dividends receivable |
|
|
( |
) |
|
|
— |
|
(Increase) decrease in receivable from investment adviser |
|
|
( |
) |
|
|
— |
|
(Increase) decrease in other assets |
|
|
|
|
|
— |
|
|
Increase (decrease) in interest and other debt expenses payable |
|
|
|
|
|
— |
|
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Increase (decrease) in management fees payable |
|
|
( |
) |
|
|
— |
|
Increase (decrease) in incentive fees based on income payable |
|
|
( |
) |
|
|
— |
|
Increase (decrease) in incentive fees based on capital gains payable |
|
|
|
|
|
— |
|
|
Increase (decrease) in payable for investments purchased |
|
|
|
|
|
— |
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
( |
) |
|
|
— |
|
Net cash provided by (used for) operating activities |
|
$ |
( |
) |
|
$ |
— |
|
Cash flows from financing activities: |
|
|
|
|
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|
||
Proceeds from issuance of common shares |
|
$ |
|
|
$ |
— |
|
|
Offering costs paid |
|
|
( |
) |
|
|
— |
|
Common stock distributions paid |
|
|
( |
) |
|
|
— |
|
Financing costs paid |
|
|
( |
) |
|
|
— |
|
Borrowings on debt |
|
|
|
|
|
— |
|
|
Repayments of debt |
|
|
( |
) |
|
|
— |
|
Net cash provided by (used for) financing activities |
|
$ |
|
|
$ |
— |
|
|
Net increase (decrease) in cash |
|
$ |
|
|
$ |
— |
|
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
— |
|
|
Cash, end of period |
|
$ |
|
|
$ |
|
||
Supplemental and non-cash activities |
|
|
|
|
|
|
||
Interest expense paid |
|
$ |
|
|
$ |
— |
|
|
Accrued but unpaid distributions |
|
$ |
|
|
$ |
— |
|
|
Reinvestment of common stockholder distributions |
|
$ |
|
|
$ |
— |
|
|
Accrued but unpaid share repurchases |
|
$ |
|
|
$ |
— |
|
|
Exchange of investments |
|
$ |
|
|
$ |
— |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
|
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Debt Investments - |
|
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|
|
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||||||
Australia - |
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|
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|||
1st Lien/Senior Secured Debt - |
|
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|
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|
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|
|
|
|
|
|
|||
Ardonagh Midco 3 PLC |
Insurance |
B + |
AUD |
|
|
$ |
|
$ |
|
(6) |
|||||
Ardonagh Midco 3 PLC |
Insurance |
|
B + |
AUD |
|
|
|
( |
) |
|
( |
) |
(6) (7) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Australia |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Canada - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Trader Corporation |
Automobiles |
C + |
CAD |
|
|
$ |
|
$ |
|
(6) (8) |
|||||
Trader Corporation |
Automobiles |
|
C + |
CAD |
|
|
|
( |
) |
|
|
(6) (7) (8) |
|||
Recochem, Inc |
Chemicals |
C + |
CAD |
|
|
|
|
|
|
(6) (8) (9) |
|||||
Recochem, Inc |
Chemicals |
|
C + |
CAD |
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Recochem, Inc |
Chemicals |
|
C + |
CAD |
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) (9) |
||
Recochem, Inc |
Chemicals |
S + |
$ |
|
|
|
|
|
|
(6) (8) (9) |
|||||
iWave Information Systems, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(6) (8) |
|||||
iWave Information Systems, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
United Kingdom - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ardonagh Midco 3 PLC |
Insurance |
E + |
EUR |
|
|
$ |
|
$ |
|
(6) |
|||||
Ardonagh Midco 3 PLC |
Insurance |
|
E + |
EUR |
|
|
|
( |
) |
|
( |
) |
(6) (7) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total United Kingdom |
|
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|||
ADS Tactical, Inc. |
Aerospace & Defense |
|
S + |
$ |
|
|
$ |
|
$ |
|
(10) |
||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
|
|
|
|
|
|
(8) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
Kaman Corporation |
Aerospace & Defense |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Propulsion (BC) Finco S.a.r.l. |
Aerospace & Defense |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Autokiniton US Holdings, Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
BBB Industries LLC |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
Clarios Global LP |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
Dealer Tire Financial, LLC |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
DexKo Global Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
First Brands Group, LLC |
Automobile Components |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
First Brands Group, LLC |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
Mavis Tire Express Services Corp. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
Truck Hero, Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|
|||||
American Builders & Contractors Supply Co., Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Chamberlain Group Inc |
Building Products |
|
S + |
$ |
|
$ |
|
$ |
|
(10) |
||||
Cornerstone Building Brands, Inc. |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Icebox Holdco III, Inc. |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Oscar AcquisitionCo, LLC |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Potters Industries, LLC |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Quikrete Holdings, Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
SRS Distribution Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Standard Industries, Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Vector WP Holdco, Inc. |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Albaugh, LLC |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Ascend Performance Materials Operations, LLC |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Cyanco Intermediate 2 Corp. |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Illuminate Buyer, LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
INEOS Enterprises Holdings US Finco, LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
INEOS Styrolution US Holding LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
Innophos, Inc. |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
LSF11 A5 Holdco, LLC |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Olympus Water US Holding Corporation |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
Sparta U.S. HoldCo LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
AlixPartners, LLP |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Allied Universal Holdco LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(7) (9) |
||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(7) (9) |
||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(7) (9) |
||||
Conservice Midco, LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Covanta Holding Corporation |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Covanta Holding Corporation |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Da Vinci Purchaser Corp. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(9) |
|||||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Kene Acquisition, Inc. (dba Entrust) |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Madison IAQ LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Thevelia (US), LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
USA DeBusk, LLC |
Commercial Services & Supplies |
|
S + |
$ |
|
$ |
|
$ |
|
(7) (9) |
||||
USA DeBusk, LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(7) (9) |
||||
USA DeBusk, LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(7) (9) |
||||
Vaco Holdings, LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Verscend Holding Corp. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Wand NewCo 3, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Brown Group Holding, LLC |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
DG Investment Intermediate Holdings 2, Inc. |
Construction & Engineering |
|
S + |
|
|
|
|
|
|
(10) |
||||
Energize HoldCo, LLC |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
KKR Apple Bidco, LLC |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
Rockwood Service Corporation |
Construction & Engineering |
|
S + |
|
|
|
|
|
|
(10) |
||||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
IRB Holding Corp. |
Consumer Staples Distribution & Retail |
|
S + |
|
|
|
|
|
|
(10) |
||||
Berlin Packaging LLC |
Containers & Packaging |
|
S + |
|
|
|
|
|
|
(10) |
||||
Charter NEX US, Inc. |
Containers & Packaging |
|
S + |
|
|
|
|
|
|
(10) |
||||
Clydesdale Acquisition Holdings, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
LABL, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Pregis TopCo Corporation |
Containers & Packaging |
|
S + |
|
|
|
|
|
|
(10) |
||||
Proampac PG Borrower LLC |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Reynolds Group Holdings, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
TricorBraun Holdings, Inc. |
Containers & Packaging |
|
S + |
|
|
|
|
|
|
(10) |
||||
BCPE Empire Holdings, Inc. |
Distributors |
|
S + |
|
|
|
|
|
|
(10) |
||||
DFS Holding Company, Inc. |
Distributors |
S + |
|
|
|
|
|
|
(8) |
|||||
DFS Holding Company, Inc. |
Distributors |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Fluid-Flow Products, Inc. |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
Windsor Holdings III, LLC |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(8) |
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(8) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(8) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Calpine Corporation |
Electric Utilities |
|
S + |
|
|
|
|
|
|
(10) |
||||
Generation Bridge Northeast, LLC |
Electric Utilities |
|
S + |
|
|
|
|
|
|
(10) |
||||
GIP Pilot Acquisition Partners LP |
Energy Equipment & Services |
S + |
|
|
|
|
|
|
|
|||||
WhiteWater DBR HoldCo, LLC |
Energy Equipment & Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Whitewater Whistler Holdings, LLC |
Energy Equipment & Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Arcis Golf LLC |
Entertainment |
|
S + |
|
|
|
|
|
|
(10) |
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
NASCAR Holdings, LLC |
Entertainment |
|
S + |
$ |
|
$ |
|
$ |
|
(10) |
||||
PCI Gaming Authority |
Entertainment |
|
S + |
|
|
|
|
|
|
(10) |
||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Advisor Group, Inc. |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
AllSpring Buyer, LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Citadel Securities LP |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Computer Services, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
(8) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
|
(7) (8) |
|||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
|
(7) (8) |
|||
Coretrust Purchasing Group LLC |
Financial Services |
S + |
|
|
|
|
|
|
(8) |
|||||
DRW Holdings, LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Edelman Financial Center, LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Eisner Advisory Group LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Franklin Square Holdings, L.P. |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
NEXUS Buyer LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
NFP Corp. |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Project Accelerate Parent, LLC (dba ABC Fitness) |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Project Accelerate Parent, LLC (dba ABC Fitness) |
Financial Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Syncapay Inc |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Chobani, LLC |
Food Products |
S + |
|
|
|
|
|
|
|
|||||
Froneri International Ltd. |
Food Products |
S + |
|
|
|
|
|
|
|
|||||
Kenan Advantage Group, Inc. |
Ground Transportation |
|
S + |
|
|
|
|
|
|
(10) |
||||
Savage Enterprises LLC |
Ground Transportation |
S + |
|
|
|
|
|
|
|
|||||
Medline Borrower, LP |
Health Care Equipment & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Zeus Company, Inc. |
Health Care Equipment & Supplies |
S + |
|
|
|
|
|
|
(9) |
|||||
Electron BidCo, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
Heartland Dental, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
11
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
S + |
$ |
|
$ |
|
$ |
|
(7) (8) (9) (11) (12) |
|||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(8) (9) (12) |
|||||
LifePoint Health, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
Solaris (dba Urology Management Holdings, Inc.) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(8) |
|||||
Solaris (dba Urology Management Holdings, Inc.) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Summit Behavioral Healthcare, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Vizient, Inc. |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
AI Aqua Merger Sub, Inc. |
Household Durables |
S + |
|
|
|
|
|
|
|
|||||
Reynolds Consumer Products LLC |
Household Durables |
S + |
|
|
|
|
|
|
|
|||||
Acrisure, LLC |
Insurance |
L + |
|
|
|
|
|
|
|
|||||
Alliant Holdings Intermediate, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
AmWINS Group, Inc. |
Insurance |
|
S + |
|
|
|
|
|
|
(10) |
||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AssuredPartners, Inc. |
Insurance |
|
S + |
|
|
|
|
|
|
(10) |
||||
Asurion LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
HUB International Limited |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
OneDigital Borrower, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
Sedgwick Claims Management Services, Inc. |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
USI, Inc. |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
CNT Holdings I Corp. |
IT Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Getty Images, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Ingram Micro, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
MH Sub I, LLC |
IT Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Alterra Mountain Company |
Leisure Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
MajorDrive Holdings IV LLC |
Leisure Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
SRAM, LLC |
Leisure Products |
S + |
|
|
|
|
|
|
|
|||||
Brookfield WEC Holdings Inc. |
Machinery |
|
S + |
|
|
|
|
|
|
(10) |
||||
Engineered Machinery Holdings, Inc. |
Machinery |
|
S + |
|
|
|
|
|
|
(10) |
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
|
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Pro Mach Group, Inc. |
Machinery |
|
S + |
$ |
|
|
$ |
|
$ |
|
(10) |
||||
SPX Flow, Inc. |
Machinery |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
ABG Intermediate Holdings 2 LLC |
Media |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Fleet Midco I Limited |
Media |
S + |
|
|
|
|
|
|
|
|
|||||
Recorded Books Inc. (dba RBMedia) |
Media |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Recorded Books Inc. (dba RBMedia) |
Media |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Red Ventures, LLC |
Media |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Virgin Media Bristol, LLC |
Media |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Arsenal AIC Parent LLC |
Metals & Mining |
S + |
|
|
|
|
|
|
|
|
|||||
Crosby US Acquisition Corp. |
Metals & Mining |
S + |
|
|
|
|
|
|
|
|
|||||
AL GCX Holdings, LLC |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
AL NGPL Holdings, LLC |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Buckeye Partners, L.P. |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Buckeye Partners, L.P. |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
CQP Holdco LP |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
M6 ETX Holdings II Midco, LLC |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Medallion Midland Acquisition, LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Oryx Midstream Services Permian Basin, LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Oxbow Carbon LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Prairie ECI Acquiror LP |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
E + |
EUR |
|
|
|
|
|
|
(8) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Covetrus, Inc. |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
|
|||||
Gainwell Acquisition Corp. |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
|
|||||
Amspec Parent, LLC |
Professional Services |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Ankura Consulting Group, LLC |
Professional Services |
S + |
|
|
|
|
|
|
|
|
|||||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(8) |
|||||
iCIMS, Inc. |
Professional Services |
|
S + |
|
|
|
|
|
|
( |
) |
(7) (8) |
|||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(8) |
|||||
Altar Bidco, Inc. |
Semiconductors & Semiconductor Equipment |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Aptean, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Aptean, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (9) |
|||||
Aptean, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
|
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
|
S + |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
(7) (8) (9) |
||
ConnectWise, LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
First Advantage Holdings, LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Hyland Software, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Hyland Software, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
|
(7) (8) (9) |
|||
iSolved Inc |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Mitchell International, Inc. |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
NAVEX TopCo, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
NAVEX TopCo, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (9) |
||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Ncontracts, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
S + |
|
|
|
|
|
|
|
(6) (7) (9) |
||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
S + |
|
|
|
|
|
|
|
(6) (7) (9) |
||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
S + |
|
|
|
|
|
|
|
(6) (7) (9) |
||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
N + |
NOK |
|
|
|
|
|
|
(6) (7) (9) |
||||
Northstar Acquisition HoldCo, LLC (dba n2y) |
Software |
|
SN + |
GBP |
|
|
|
|
|
|
(6) (7) (9) |
||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Physician Partners LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Project Boost Purchaser, LLC |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Quartz Acquireco LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Renaissance Holding Corp. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Singlewire Software, LLC |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Singlewire Software, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Turing Midco LLC |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
World Wide Technology Holding Co. LLC |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
|
S + |
|
|
|
|
|
|
|
(7) (9) |
||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
|
S + |
|
|
|
|
|
|
|
(7) (9) |
||||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
Specialty Retail |
|
S + |
|
|
|
|
|
|
|
(7) (9) |
||||
Foundation Building Materials Holding Company, LLC |
Specialty Retail |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Harbor Freight Tools USA, Inc. |
Specialty Retail |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Highline Aftermarket Acquisition, LLC |
Specialty Retail |
S + |
|
|
|
|
|
|
|
|
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Ahead DB Holdings, LLC |
Technology Hardware & Equipment |
S + |
$ |
|
$ |
|
$ |
|
|
|||||
McAfee, LLC |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Peraton Corp. |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Presidio Holdings Inc. |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Virtusa Corporation |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
CCI Buyer, Inc. |
Telecommunications |
S + |
|
|
|
|
|
|
|
|||||
Sorenson Communications, LLC |
Telecommunications |
S + |
|
|
|
|
|
|
|
|||||
Fanatics Commerce Intermediate Holdco, LLC |
Textiles, Apparel & Luxury Goods |
|
S + |
|
|
|
|
|
|
(10) |
||||
Ortholite, LLC |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (13) - |
|
|
|
|
|
|
|
|
|
|
||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
$ |
|
$ |
|
$ |
|
(8) (9) |
|||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
K2 Towers III, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Tarpon Towers II LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Tarpon Towers II LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Towerco IV Holdings, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|||
2nd Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
|
S + |
$ |
|
$ |
( |
) |
$ |
( |
) |
(7) (8) |
||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(8) |
|||||
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Investment (1) (5) |
Industry (2) |
|
|
Initial Acquisition Date (14) |
Shares (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Equity Securities - |
|
|
|
|
|
|
|
|
|
|
|
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|||
Preferred Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
|
|
|
$ |
|
$ |
|
(8) (12) (15) |
||||
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|||
Common Stock - |
|
|
|
|
|
|
|
|
|
|
|
|||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
|
|
|
$ |
— |
|
$ |
— |
|
(8) (12) (15) |
||
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Equity Securities |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Investments - |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Investments in Affiliated Money Market Fund - |
|
|
|
|
|
|
|
|
|
|
||||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|||
Goldman Sachs Financial Square Government Fund - Institutional Shares |
|
|
|
|
|
|
$ |
|
$ |
|
(16) (17) |
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Investments in Affiliated Money Market Fund |
|
|
|
|
|
|
|
|
|
|
||||
Total Investments and Investments in Affiliated Money Market Fund - |
|
|
|
$ |
|
$ |
|
|
||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
15
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
PIK - Payment-In-Kind
The accompanying notes are an integral part of these unaudited consolidated financial statements.
16
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Debt Investments - |
|
|
|
|
|
|
|
|
||||||
Canada - |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
Trader Corporation |
Automobiles |
C + |
|
CAD |
|
$ |
|
$ |
|
(6) (7) |
||||
Trader Corporation |
Automobiles |
|
C + |
|
CAD |
|
|
( |
) |
|
( |
) |
(6) (7) (8) |
|
Recochem, Inc |
Chemicals |
C + |
$ |
|
|
|
|
|
(6) (9) |
|||||
Recochem, Inc |
Chemicals |
C + |
|
CAD |
|
|
|
|
|
(6) (9) |
||||
Recochem, Inc |
Chemicals |
|
C + |
|
CAD |
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
|
Recochem, Inc |
Chemicals |
|
C + |
|
CAD |
|
|
( |
) |
|
( |
) |
(6) (8) (9) |
|
iWave Information Systems, Inc. |
Software |
S + |
|
|
|
|
|
|
(6) (7) |
|||||
iWave Information Systems, Inc. |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(6) (7) (8) |
||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canada |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
United States - |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
ADS Tactical, Inc. |
Aerospace & Defense |
S + |
$ |
|
$ |
|
$ |
|
|
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
S + |
|
|
|
|
|
|
(7) |
|||||
Frontgrade Technologies Holdings Inc. |
Aerospace & Defense |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
Autokiniton US Holdings, Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
BBB Industries LLC |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
Clarios Global LP |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
DexKo Global Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
First Brands Group, LLC |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
Truck Hero, Inc. |
Automobile Components |
S + |
|
|
|
|
|
|
|
|||||
Chamberlain Group Inc |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Cornerstone Building Brands, Inc. |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Icebox Holdco III, Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Oscar AcquisitionCo, LLC |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Potters Industries, LLC |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Quikrete Holdings, Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Standard Industries, Inc. |
Building Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Vector WP Holdco, Inc. |
Building Products |
S + |
|
|
|
|
|
|
|
|||||
Albaugh, LLC |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Ascend Performance Materials Operations, LLC |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Cyanco Intermediate 2 Corp. |
Chemicals |
S + |
|
|
|
|
|
|
|
|||||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Formulations Parent Corporation (dba Chase Corp) |
Chemicals |
S + |
|
|
|
|
|
|
(9) |
|||||
Illuminate Buyer, LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
INEOS Enterprises Holdings US Finco, LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
INEOS Styrolution US Holding LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
Innophos, Inc. |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
LSF11 A5 Holdco, LLC |
Chemicals |
|
S + |
|
|
|
|
|
|
(10) |
||||
AlixPartners, LLP |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Allied Universal Holdco LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Ankura Consulting Group, LLC |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(8) (9) |
||||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
|
|
|
|
|
|
(8) (9) |
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
17
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
ASM Buyer, Inc. |
Commercial Services & Supplies |
|
S + |
$ |
|
$ |
|
$ |
|
(8) (9) |
||||
Conservice Midco, LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Fleet U.S. Bidco, Inc. |
Commercial Services & Supplies |
L + |
|
|
|
|
|
|
|
|||||
Mavis Tire Express Services Corp. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Superior Environmental Solutions |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Superior Environmental Solutions |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Thevelia (US), LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(9) |
|||||
UP Acquisition Corp. (dba Unified Power) |
Commercial Services & Supplies |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Vaco Holdings, LLC |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Verscend Holding Corp. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Wand NewCo 3, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
|
|||||
Brown Group Holding, LLC |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
DG Investment Intermediate Holdings 2, Inc. |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
Energize HoldCo, LLC |
Construction & Engineering |
|
S + |
|
|
|
|
|
|
(10) |
||||
KKR Apple Bidco, LLC |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
Rockwood Service Corporation |
Construction & Engineering |
S + |
|
|
|
|
|
|
|
|||||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
S + |
|
|
|
|
|
|
(9) |
|||||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
Consumer Staples Distribution & Retail |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
IRB Holding Corp. |
Consumer Staples Distribution & Retail |
|
S + |
|
|
|
|
|
|
(10) |
||||
Canister International Group, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Charter NEX US, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Clydesdale Acquisition Holdings, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
LABL, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Proampac PG Borrower LLC |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
Reynolds Group Holdings, Inc. |
Containers & Packaging |
|
S + |
|
|
|
|
|
|
(10) |
||||
TricorBraun Holdings, Inc. |
Containers & Packaging |
S + |
|
|
|
|
|
|
|
|||||
American Builders & Contractors Supply Co., Inc. |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
BCPE Empire Holdings, Inc. |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
Dealer Tire Financial, LLC |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
DFS Holding Company, Inc. |
Distributors |
S + |
|
|
|
|
|
|
(7) |
|||||
DFS Holding Company, Inc. |
Distributors |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Fluid-Flow Products, Inc. |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
Windsor Holdings III, LLC |
Distributors |
S + |
|
|
|
|
|
|
|
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) |
|||||
CST Buyer Company (dba Intoxalock) |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Groundworks, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) |
|||||
Groundworks, LLC |
Diversified Consumer Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
Groundworks, LLC |
Diversified Consumer Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
18
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
$ |
|
$ |
|
$ |
|
(7) |
|||||
Spotless Brands, LLC |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
VASA Fitness Buyer, Inc. |
Diversified Consumer Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Calpine Corporation |
Electric Utilities |
S + |
|
|
|
|
|
|
|
|||||
Arcis Golf LLC |
Entertainment |
S + |
|
|
|
|
|
|
|
|||||
PCI Gaming Authority |
Entertainment |
S + |
|
|
|
|
|
|
|
|||||
AllSpring Buyer, LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
Citadel Securities LP |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Computer Services, Inc. |
Financial Services |
S + |
|
|
|
|
|
|
(7) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
S + |
|
|
|
|
|
|
(7) |
|||||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
Coretrust Purchasing Group LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) |
||
DRW Holdings, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Edelman Financial Center, LLC |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Franklin Square Holdings, L.P. |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Fullsteam Operations LLC |
Financial Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Fullsteam Operations LLC |
Financial Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
NEXUS Buyer LLC |
Financial Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
NFP Corp. |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Syncapay Inc |
Financial Services |
S + |
|
|
|
|
|
|
|
|||||
Chobani, LLC |
Food Products |
S + |
|
|
|
|
|
|
|
|||||
Froneri International Ltd. |
Food Products |
S + |
|
|
|
|
|
|
|
|||||
Kenan Advantage Group, Inc. |
Ground Transportation |
S + |
|
|
|
|
|
|
|
|||||
Medline Borrower, LP |
Health Care Equipment & Supplies |
|
S + |
|
|
|
|
|
|
(10) |
||||
Electron BidCo, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
GHX Ultimate Parent Corporation |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
Heartland Dental, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Highfive Dental Holdco, LLC |
Health Care Providers & Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
Health Care Providers & Services |
|
S + |
|
|
|
|
|
|
(7) (11) |
||||
LifePoint Health, Inc. |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
Solaris (dba Urology Management Holdings, Inc.) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(7) |
|||||
Solaris (dba Urology Management Holdings, Inc.) |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
(7) (8) |
|||||
Summit Behavioral Healthcare, LLC |
Health Care Providers & Services |
S + |
|
|
|
|
|
|
|
|||||
AI Aqua Merger Sub, Inc. |
Household Durables |
S + |
|
|
|
|
|
|
|
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
19
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Reynolds Consumer Products LLC |
Household Durables |
S + |
$ |
|
$ |
|
$ |
|
|
|||||
Acrisure, LLC |
Insurance |
L + |
|
|
|
|
|
|
|
|||||
Alliant Holdings Intermediate, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(9) |
|||||
AQ Sunshine, Inc. (dba Relation Insurance) |
Insurance |
S + |
|
|
|
|
|
|
(9) |
|||||
AssuredPartners, Inc. |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
Asurion LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
HUB International Limited |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
OneDigital Borrower, LLC |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
Sedgwick Claims Management Services, Inc. |
Insurance |
S + |
|
|
|
|
|
|
|
|||||
USI, Inc. |
Insurance |
|
S + |
|
|
|
|
|
|
(10) |
||||
Barracuda Networks, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
CNT Holdings I Corp. |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
Getty Images, Inc. |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
S + |
|
|
|
|
|
|
(9) |
|||||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
IT Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Ingram Micro, Inc. |
IT Services |
|
S + |
|
|
|
|
|
|
(10) |
||||
MH Sub I, LLC |
IT Services |
S + |
|
|
|
|
|
|
|
|||||
Alterra Mountain Company |
Leisure Products |
S + |
|
|
|
|
|
|
|
|||||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Circustrix Holdings, LLC (dba SkyZone) |
Leisure Products |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
SRAM, LLC |
Leisure Products |
|
S + |
|
|
|
|
|
|
(10) |
||||
Brookfield WEC Holdings, Inc. |
Machinery |
S + |
|
|
|
|
|
|
|
|||||
Crosby US Acquisition Corp. |
Machinery |
S + |
|
|
|
|
|
|
|
|||||
Engineered Machinery Holdings, Inc. |
Machinery |
S + |
|
|
|
|
|
|
|
|||||
Pro Mach Group, Inc. |
Machinery |
S + |
|
|
|
|
|
|
|
|||||
SPX Flow, Inc. |
Machinery |
|
S + |
|
|
|
|
|
|
(10) |
||||
Recorded Books Inc. (dba RBMedia) |
Media |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Recorded Books Inc. (dba RBMedia) |
Media |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Virgin Media Bristol, LLC |
Media |
|
S + |
|
|
|
|
|
|
(10) |
||||
AL GCX Holdings, LLC |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
(10) |
||||
AL NGPL Holdings, LLC |
Oil, Gas & Consumable Fuels |
|
S + |
|
|
|
|
|
|
(10) |
||||
Buckeye Partners, L.P. |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
20
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
|
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Buckeye Partners, L.P. |
Oil, Gas & Consumable Fuels |
S + |
$ |
|
|
$ |
|
$ |
|
|
|||||
CQP Holdco LP |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
M6 ETX Holdings II Midco, LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Medallion Midland Acquisition, LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Oryx Midstream Services Permian Basin, LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Oxbow Carbon LLC |
Oil, Gas & Consumable Fuels |
S + |
|
|
|
|
|
|
|
|
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
E + |
EUR |
|
|
|
|
|
|
(7) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(7) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
(7) (8) (9) |
|||||
Bamboo US BidCo LLC (aka Baxter) |
Pharmaceuticals |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Covetrus, Inc. |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
|
|||||
Gainwell Acquisition Corp. |
Pharmaceuticals |
S + |
|
|
|
|
|
|
|
|
|||||
Amspec Parent, LLC |
Professional Services |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Amspec Parent, LLC |
Professional Services |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) (8) |
|||||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
iCIMS, Inc. |
Professional Services |
|
S + |
|
|
|
|
— |
|
|
( |
) |
(7) (8) |
||
iCIMS, Inc. |
Professional Services |
S + |
|
|
|
|
|
|
|
(7) |
|||||
Altar Bidco, Inc. |
Semiconductors & Semiconductor Equipment |
S + |
|
|
|
|
|
|
|
|
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
S + |
|
|
|
|
|
|
|
(7) (9) |
|||||
Arrow Buyer, Inc. (dba Archer Technologies) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
ConnectWise, LLC |
Software |
|
S + |
|
|
|
|
|
|
|
(10) |
||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Crewline Buyer, Inc. (dba New Relic) |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
First Advantage Holdings, LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Hyland Software, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(7) (9) |
|||||
Hyland Software, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
iSolved Inc |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
NAVEX TopCo, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
NAVEX TopCo, Inc. |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Ncontracts, LLC |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Ncontracts, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Ncontracts, LLC |
Software |
|
S + |
|
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(8) (9) |
|||||
Onyx CenterSource, Inc. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
Physician Partners LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Project Boost Purchaser, LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Quartz Acquireco, LLC |
Software |
S + |
|
|
|
|
|
|
|
|
|||||
Renaissance Holding Corp. |
Software |
S + |
|
|
|
|
|
|
|
(9) |
|||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
21
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1) (5) |
Industry (2) |
Interest |
Reference Rate and |
Maturity |
Par (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Rubrik, Inc. |
Software |
S + |
$ |
|
$ |
|
$ |
|
(7) (9) |
|||||
Rubrik, Inc. |
Software |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Singlewire Software, LLC |
Software |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Singlewire Software, LLC |
Software |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Zelis Healthcare Corporation |
Software |
S + |
|
|
|
|
|
|
|
|||||
Foundation Building Materials Holding Company, LLC |
Specialty Retail |
S + |
|
|
|
|
|
|
|
|||||
Harbor Freight Tools USA, Inc. |
Specialty Retail |
|
S + |
|
|
|
|
|
|
(10) |
||||
Highline Aftermarket Acquisition, LLC |
Specialty Retail |
S + |
|
|
|
|
|
|
|
|||||
Ahead DB Holdings, LLC |
Technology Hardware & Equipment |
|
S + |
|
|
|
|
|
|
(10) |
||||
McAfee, LLC |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Peraton Corp. |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Presidio Holdings Inc. |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
Virtusa Corporation |
Technology Hardware & Equipment |
S + |
|
|
|
|
|
|
|
|||||
World Wide Technology Holding Co., LLC |
Technology Hardware & Equipment |
|
S + |
|
|
|
|
|
|
(10) |
||||
CCI Buyer, Inc. |
Telecommunications |
S + |
|
|
|
|
|
|
|
|||||
Sorenson Communications, LLC |
Telecommunications |
S + |
|
|
|
|
|
|
|
|||||
Fanatics Commerce Intermediate Holdco, LLC |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
|
|||||
Ortholite, LLC |
Textiles, Apparel & Luxury Goods |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Harrington Industrial Plastics, LLC |
Trading Companies & Distributors |
S + |
|
|
|
|
|
|
(9) |
|||||
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Last-Out Unitranche (12) - |
|
|
|
|
|
|
|
|
|
|
|
|||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
S + |
$ |
|
$ |
|
$ |
|
(9) |
|||||
EIP Consolidated, LLC (dba Everest Infrastructure) |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
K2 Towers III, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(8) (9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(9) |
|||||
Skyway Towers Intermediate LLC |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(8) (9) |
||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
Thor FinanceCo LLC (dba Harmoni Towers) |
Wireless Telecommunication Services |
|
S + |
|
|
|
( |
) |
|
( |
) |
(7) (8) (9) |
||
Towerco IV Holdings, LLC |
Wireless Telecommunication Services |
S + |
|
|
|
|
|
|
(7) (8) (9) |
|||||
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|||
2nd Lien/Senior Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
|
S + |
$ |
|
$ |
( |
) |
$ |
( |
) |
(7) (8) |
||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(7) (9) |
|||||
AWP Group Holdings, Inc. |
Commercial Services & Supplies |
S + |
|
|
|
|
|
|
(7) |
|||||
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Total United States |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Debt Investments |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
Total Investments - |
|
|
|
|
|
|
$ |
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Investment (1) (5) |
|
|
|
|
Shares (4) |
|
Cost |
|
Fair |
|
Footnotes |
|||
Investments in Affiliated Money Market Fund - |
|
|
|
|
|
|
|
|
||||||
Goldman Sachs Financial Square Government Fund - Institutional Shares |
|
|
|
|
|
$ |
|
$ |
|
(13) (14) |
||||
Total Investments in Affiliated Money Market Fund |
|
|
|
|
|
|
|
|
|
|
||||
Total Investments and Investments in Affiliated Money Market Fund - |
|
|
|
$ |
|
$ |
|
|
||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
22
Goldman Sachs Private Credit Corp.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
PIK - Payment-In-Kind
The accompanying notes are an integral part of these unaudited consolidated financial statements.
23
Goldman Sachs Private Credit Corp.
Notes to the Consolidated Financial Statements
(in thousands, except share and per share amounts)
(Unaudited)
1. ORGANIZATION
Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Loan Fund LLC and Goldman Sachs Private Credit Fund LLC) (the "Company", which term refers to either Goldman Sachs Private Credit Corp. or Goldman Sachs Private Credit Corp. together with its consolidated subsidiary, as the context may require) is a Delaware corporation formed on March 25, 2022 that intends to elect to be treated, and expects to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and has elected to be treated as a business development company (“BDC”) under the Investment Company Act. On April 6, 2023, the Company elected to be regulated as a BDC, converted from a Delaware limited liability company into a Delaware corporation and commenced operations.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. The Company will also invest a portion of the portfolio in more liquid investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc., together with GS & Co., GSAM and its other subsidiaries.
The Company is conducting an offering of the Company’s Class I common stock, par value $
Prior to and including April 6, 2023 (the “Initial Issuance Date”), the per share purchase price for the Shares in the Offering was $
Prior to the Initial Issuance Date, the Company held stockholders’ funds received in connection with the Offering in an escrow account subject to the satisfaction of certain conditions (the “Escrow Conditions”). On the Initial Issuance Date, the Escrow Conditions were satisfied and the Company broke escrow in connection with the initial closing of the private offering of the Shares.
GS & Co. will assist the Company in conducting the Offering pursuant to agreements between the Company and GS & Co.
The Company conducted an offering to accredited investors to purchase shares of the Company’s
On December 19, 2022, the Company received a capital contribution of one thousand dollars from an affiliate of the Investment Adviser (the “Initial Member”). The Initial Member served as the sole owner of the Company’s interests until the Initial Issuance Date. In connection with the Initial Issuance Date, such equity interests were cancelled.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s functional currency is USD and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
24
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2024. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, GS Private Credit SPV Public I LLC (“SPV Public I”) and GSCR Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
Revenue Recognition
The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment.
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For the Three Months Ended |
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|||||
|
|
March 31, 2024 |
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|
March 31, 2023 |
|
||
Prepayment premiums |
|
$ |
|
|
$ |
— |
|
|
Accelerated amortization of upfront loan origination fees and unamortized discounts |
|
$ |
|
|
$ |
— |
|
|
Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another Account (as defined below) managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.
Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.
25
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the applicable contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2024, the Company did not have any investments on non-accrual status. As of December 31, 2023, the Company had an investment held in one portfolio company on non-accrual status, which represented
Investments
The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the board of directors of the Company (the “Board of Directors” or “Board”), pursuant to Rule 2a-5 under the Investment Company Act.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:
26
Receivable/Payable From Investments Sold/Purchased
Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled as of the reporting date.
Money Market Funds
Investments in money market funds are valued at NAV per share. See Note 3 “Significant Agreements and Related Party Transactions.”
Cash
Cash consists of deposits held at a custodian bank. As of March 31, 2024 and December 31, 2023, the Company held an aggregate cash balance of $
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into US dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into US dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into US dollars based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivatives
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments, as applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.
Income Taxes
The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.
27
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company intends to elect to be treated as a RIC commencing with its taxable year ended December 31, 2023. So long as the Company maintains its tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any investment company taxable income or net capital gain that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.
Distributions
Common Stockholders
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each month and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company has adopted a distribution reinvestment plan (the “DRIP”) that provides for reinvestment of all cash distributions declared by the Board unless a stockholder elects to “opt out” of the plan. As a result, if the Board declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional Shares, rather than receiving the cash distribution. Stockholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan. However, since the cash distributions of participants in the plan will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes.
Preferred Stockholders
Before the redemption of the Series A Preferred Stock, the Company was obligated to make distributions to holders of the Series A Preferred Stock semi-annually on or before June 30 and December 31 of each year. Such distributions were payable to holders of record at the close of business on the applicable record date. Pursuant to the terms of the Series A Preferred Stock, such record dates were required to be designated as either the fifteenth day of the calendar month in which the applicable distribution payment date would fall or such other date designated by the Board for the payment of distributions to such preferred stockholders that would not be more than 30 nor less than ten days prior to such distribution payment date. The Company redeemed all of its issued and outstanding shares of Series A Preferred Stock on September 28, 2023.
28
Deferred Financing Costs
Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the credit facility with Truist Bank (the “Truist Revolving Credit Facility”) and the credit facility with BNP Paribas (the “BNPP Revolving Credit Facility” and together with the Truist Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the term of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.
Offering Costs
Offering costs consist primarily of fees incurred in connection with the Offering, including legal, printing and other costs, as well as costs associated with the preparation of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months. The Investment Adviser agreed to advance all of the offering expenses on behalf of the Company through the Initial Issuance Date. Prior to the Company breaking escrow on the Initial Issuance Date, offering costs did not represent a liability of the Company since the obligation to reimburse the Investment Adviser was conditional on the Company breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requesting reimbursement of offering expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement (as defined and described below). After the Initial Issuance Date, the Company bears all such expenses.
Organization Costs
Organization costs include costs relating to the formation and organization of the Company. These costs, which were borne by the Investment Adviser on behalf of the Company through the Initial Issuance Date, were expensed as incurred. The reimbursement of organization expenses was conditional on the Company breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement. After the Initial Issuance Date, the Company bears all such expenses.
New Accounting Pronouncements
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company is assessing the impact of the new ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and disaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the impact of the new ASU on its consolidated financial statements.
3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Management Agreement
The Company entered into an Investment Management Agreement, effective as of March 20, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Investment Management Agreement”), with the Investment Adviser.
Pursuant to the terms of the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of the Board of Directors, manages the Company’s day-to-day investment related operations and provides investment management services to the Company. The Company pays the Investment Adviser a fee for its services under the Investment Management Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”).
Subject to applicable law and published SEC guidance, nothing contained in the Investment Management Agreement in any way precludes, restricts or limits the activities of the Investment Adviser or any of its respective subsidiaries or affiliated parties.
29
Management Fee
The Management Fee is payable monthly in arrears. The Management Fee is equal to
For the three months ended March 31, 2024 and 2023, Management Fees amounted to $
Incentive Fee
The Incentive Fee consists of
i. Incentive Fee Based on Income
The portion based on the Company's income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company's net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses accrued for the quarter (including the Management Fee and any interest expense or fees on any credit facilities or outstanding debt and distributions paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or stockholder servicing fees).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that the Company have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company's net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of
The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
The Investment Adviser has agreed to waive the Incentive Fee based on income for the first two fiscal quarters of the Company's operations, commencing on and including the date on which the Company broke escrow for the private offering of the Shares.
For the three months ended March 31, 2024 and 2023, Incentive Fees based on income amounted to $
30
ii. Incentive Fee Based on Capital Gains
The second component of the Incentive Fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:
Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if the Company was to sell the relevant investment and realize a capital gain.
The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.
For the three months ended March 31, 2024 and 2023, the Company accrued Incentive Fees based on capital gains under GAAP of $
Administration and Custodian Fees
The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company will pay the Administrator fees for its services as the Company determines are commercially reasonable in its sole discretion. The Company will also reimburse the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three months ended March 31, 2024 and 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $
Transfer Agent Fees
The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and distribution paying agent. The Company pays the Transfer Agent fees at an annual rate of
For the three months ended March 31, 2024 and 2023, the Company incurred expenses for services provided by the Transfer Agent of $
Affiliates
As of March 31, 2024 and December 31, 2023, affiliates of the Investment Adviser owned
The table below presents the Company’s affiliated investments:
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|
Beginning Fair Value Balance |
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|
Gross |
|
|
Gross |
|
|
Net Realized |
|
|
Net Change in |
|
|
Ending |
|
|
Dividend, |
|
|||||||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|||||||||||||||||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goldman Sachs Financial Square Government Fund |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Non-Controlled Affiliates |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
For the Year Ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goldman Sachs Financial Square Government Fund |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Total Non-Controlled Affiliates |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
31
Due to Affiliates
The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2024 and December 31, 2023, there were $
Co-Investment Activity
In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments, and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.
In addition, the Company has filed an application to amend the Relief to permit the Company to participate in follow-on investments in the Company's existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive order.
Placement Agent Agreement
The Company has entered into an agreement with GS & Co. (the “Placement Agent”), pursuant to which GS & Co. will assist the Company in conducting the Offering. GS & Co. has entered into or will enter into sub-placement agreements (together with the agreement with GS & Co., the “Placement Agent Agreements”) with various sub-placement agents to assist in conducting the Offering. Stockholder servicing and/or distribution fees will be payable to the Placement Agent. The Placement Agent may also be compensated by the Investment Adviser, in its discretion, for certain services, including promotional and marketing support, stockholders servicing, operational and recordkeeping, sub-accounting, networking or administrative services. These payments are made out of the Investment Adviser’s own resources and/or assets, including from the revenues or profits derived from the advisory fees the Investment Adviser receives from the Company.
Expense Support and Conditional Reimbursement Agreement
The Investment Adviser agreed to advance all of the organization, offering and other operating expenses on behalf of the Company through the Initial Issuance Date. For the three months ended March 31, 2023, the Investment Adviser agreed to advance $
In addition, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support and Conditional Reimbursement Agreement”) with the Investment Adviser. Pursuant to the Expense Support and Conditional Reimbursement Agreement, the Investment Adviser may elect to pay certain of the Company’s expenses on its behalf (each such payment, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or distribution and/or stockholder servicing fees of the Company. Any expense payment must be paid by the Investment Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Investment Adviser or its affiliates.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Investment Adviser until such time as all expense payments made by the Investment Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company will be referred to herein as a “Reimbursement Payment.”
32
“Available Operating Funds” means the sum of (i) the Company’s net investment company income and (ii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (ii) are not included under clause (i) above).
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Investment Adviser has waived its right to receive such payment for the applicable month, in which case such waived amount will remain as unreimbursed Expense Payments reimbursable in future months. The Investment Adviser has waived its right to receive such payments for the three months ended March 31, 2024.
The following table presents a summary of Expense Payments and the related Reimbursement Payments:
For the Month Ended |
|
Expense Payments by Adviser |
|
|
Reimbursement Payments to Adviser |
|
|
Unreimbursed Expense Payments |
|
|||
For the Three Months Ended March 31, 2024 |
|
|||||||||||
January 31, 2024 |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
February 29, 2024 |
|
|
|
|
|
— |
|
|
|
|
||
March 31, 2024 |
|
|
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
For the three months ended March 31, 2024, Expense Payments were $
For the three months ended March 31, 2023, there were
Director Fees
Directors’ fees were borne by the Investment Adviser on behalf of the Company through the Initial Issuance Date. The reimbursement of directors’ fees was conditional on the Company breaking escrow in connection with the Offering and the Investment Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement. After the Initial Issuance Date, the Company bears all such expenses.
4. INVESTMENTS
The Company’s investments (excluding investments in money market funds, if any) consisted of the following:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Investment Type |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
33
The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
||||||||||||
Industry |
|
Fair Value |
|
|
Net Assets |
|
|
Fair Value |
|
|
Net Assets |
|
|
||||
Software |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Textiles, Apparel & Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, Gas & Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automobile Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ground Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
||||
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Metals & Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Semiconductors & Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
||||
The geographic composition of the Company’s investments at fair value was as follows:
Geographic |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
United States |
|
|
% |
|
|
% |
||
Canada |
|
|
|
|
|
|
||
United Kingdom |
|
|
|
|
|
|
||
Australia |
|
|
|
|
|
|
||
Total |
|
|
% |
|
|
% |
||
34
5. FAIR VALUE MEASUREMENT
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The Company carries its investments in accordance with ASC 820, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
Level 2 Instruments |
Valuation Techniques and Significant Inputs |
Equity and Fixed Income |
The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. |
Derivative Contracts |
Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
35
Level 3 Instruments |
Valuation Techniques and Significant Inputs |
Bank Loans, Corporate Debt, and Other Debt Obligations |
Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. |
Equity |
Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables.
Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets. |
Level 3 Instruments |
Fair |
|
Valuation |
Significant |
Range of Significant |
Weighted |
|
As of March 31, 2024 |
|
|
|
|
|
|
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
|||||||
1st Lien/Senior Secured Debt |
$ |
|
Discounted cash flows |
Discount Rate |
|||
1st Lien/Last-Out Unitranche |
|
|
Discounted cash flows |
Discount Rate |
|||
2nd Lien/Senior Secured Debt |
|
|
Discounted cash flows |
Discount Rate |
— |
||
Equity |
|
|
|
|
|
|
|
Preferred Stock |
$ |
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
As of December 31, 2023 |
|
|
|
|
|
|
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
|||||||
1st Lien/Senior Secured Debt |
$ |
|
Discounted cash flows |
Discount Rate |
|||
|
|
|
Comparable multiples |
EV/EBITDA(6) |
— |
||
1st Lien/Last-Out Unitranche |
|
|
Discounted cash flows |
Discount Rate |
|||
2nd Lien/Senior Secured Debt |
|
|
Discounted cash flows |
Discount Rate |
— |
||
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.
36
The following is a summary of the Company’s assets categorized within the fair value hierarchy:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
Assets |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
1st Lien/Senior Secured Debt |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
1st Lien/Last-Out Unitranche |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
2nd Lien/Senior Secured Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Investments in Affiliated Money Market Fund |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The below table presents a summary of changes in fair value of Level 3 assets by investment type:
Assets |
|
Beginning |
|
|
Purchases(1) |
|
|
Net |
|
|
Net Change in |
|
|
Sales and |
|
|
Net |
|
|
Transfers |
|
|
Transfers |
|
|
Ending Balance |
|
|
|
|
||||||||||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||||
Preferred Stock |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total assets |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||||
The Company did not hold any investments for the three months ended March 31, 2023.
Debt Not Carried at Fair Value
The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31, 2024, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.
6. DEBT
The Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the
The Company’s outstanding debt was as follows:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Aggregate |
|
|
Amount |
|
|
Carrying |
|
|
Aggregate |
|
|
Amount |
|
|
Carrying |
|
||||||
Truist Revolving Credit Facility(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
BNPP Revolving Credit Facility(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
37
The combined weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2024 and for the year ended December 31, 2023 were
Truist Revolving Credit Facility
On April 6, 2023, the Company entered into the Truist Revolving Credit Facility with Truist Bank (“Truist”), as administrative agent (the “Administrative Agent”), the lenders and issuing banks party thereto. The Company amended the Truist Revolving Credit Facility on August 9, 2023 and November 17, 2023. The total commitments under the Truist Revolving Credit Facility are $
Proceeds from the Truist Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay distributions).
The Truist Revolving Credit Facility may be guaranteed by certain of the Company's wholly owned subsidiaries that are formed or acquired by the Company in the future.
The Company's obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain customary covenants, including: (i) maintaining a minimum stockholders’ equity, (ii) maintaining an asset coverage ratio of at least
The Truist Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default (including a change in control event of default trigger).
Costs of $
The below table presents the summary information of the Truist Revolving Credit Facility:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
|
|
|
Borrowing interest expense |
|
$ |
|
|
Facility fees |
|
|
|
|
Amortization of financing costs |
|
|
|
|
Total |
|
$ |
|
|
Weighted average interest rate |
|
|
% |
|
Average outstanding balance |
|
$ |
|
|
BNPP Revolving Credit Facility
38
On September 28, 2023, SPV Public I entered into BNPP Revolving Credit Facility with BNP Paribas (“BNPP”), as administrative agent, State Street Bank and Trust Company, as collateral agent, the Company, as equityholder and investment advisor, and the lenders party thereto. The initial principal amount of the commitments under the BNPP Revolving Credit Facility is $
Advances under the BNPP Revolving Credit Facility initially bear interest at a per annum rate equal to 1-month or 3-month Term SOFR plus an applicable margin of
SPV Public I’s obligations to the lenders under the BNPP Revolving Credit Facility are secured by a first priority security interest in substantially all of SPV Public I’s portfolio investments and cash, subject to liens permitted under the BNPP Revolving Credit Facility. The obligations of SPV Public I under the BNPP Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the BNPP Revolving Credit Facility is limited to the value of the Company’s investment in SPV Public I, subject to certain indemnification obligations.
The BNPP Revolving Credit Facility also includes customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. As of March 31, 2024, the Company and SPV Public I were in compliance with these covenants.
Costs of $
The below table presents the summary information of the BNPP Revolving Credit Facility:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
Borrowing interest expense |
|
$ |
|
|
Facility fees |
|
|
|
|
Amortization of financing costs |
|
|
|
|
Total |
|
$ |
|
|
Weighted average interest rate |
|
|
% |
|
Average outstanding balance |
|
$ |
|
|
7. COMMITMENTS AND CONTINGENCIES
Commitments
The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to transaction-related contingencies. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.
39
|
|
Unfunded Commitment Balances (1) |
|
|||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
1st Lien/Senior Secured Debt |
|
|
|
|
|
|
||
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
|
$ |
|
|
$ |
— |
|
|
Amspec Parent, LLC |
|
|
|
|
|
|
||
Aptean, Inc. |
|
|
|
|
|
— |
|
|
AQ Sunshine, Inc. (dba Relation Insurance) |
|
|
|
|
|
|
||
Ardonagh Midco 3 PLC |
|
|
|
|
|
— |
|
|
Arrow Buyer, Inc. (dba Archer Technologies) |
|
|
|
|
|
|
||
ASM Buyer, Inc. |
|
|
|
|
|
|
||
Bamboo US BidCo LLC (aka Baxter) |
|
|
|
|
|
|
||
Blast Bidco Inc. (dba Bazooka Candy Brands) |
|
|
|
|
|
|
||
Charger Debt Merger Sub, LLC (dba Classic Collision) |
|
|
|
|
|
— |
|
|
Circustrix Holdings, LLC (dba SkyZone) |
|
|
|
|
|
|
||
Coretrust Purchasing Group LLC |
|
|
|
|
|
|
||
Crewline Buyer, Inc. (dba New Relic) |
|
|
|
|
|
|
||
CST Buyer Company (dba Intoxalock) |
|
|
|
|
|
|
||
DFS Holding Company, Inc. |
|
|
|
|
|
|
||
Formulations Parent Corporation (dba Chase Corp) |
|
|
|
|
|
|
||
Frontgrade Technologies Holdings Inc. |
|
|
|
|
|
|
||
Fullsteam Operations LLC |
|
|
|
|
|
|
||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
|
|
|
|
— |
|
|
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
|
|
|
|
|
|
||
Groundworks, LLC |
|
— |
|
|
|
|
||
Harrington Industrial Plastics, LLC |
|
|
|
|
|
|
||
Highfive Dental Holdco, LLC |
|
|
|
|
|
|
||
Hyland Software, Inc. |
|
|
|
|
|
|
||
iCIMS, Inc. |
|
|
|
|
|
|
||
iWave Information Systems, Inc. |
|
|
|
|
|
|
||
Kene Acquisition, Inc. (dba Entrust) |
|
|
|
|
|
— |
|
|
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
|
|
|
|
— |
|
|
NAVEX TopCo, Inc. |
|
|
|
|
|
|
||
Ncontracts, LLC |
|
|
|
|
|
|
||
Northstar Acquisition HoldCo, LLC (dba n2y) |
|
|
|
|
|
— |
|
|
Onyx CenterSource, Inc. |
|
|
|
|
|
|
||
Project Accelerate Parent, LLC (dba ABC Fitness) |
|
|
|
|
|
— |
|
|
Recochem, Inc |
|
|
|
|
|
|
||
Recorded Books Inc. (dba RBMedia) |
|
|
|
|
|
|
||
Rubrik, Inc. |
|
|
|
|
|
|
||
Singlewire Software, LLC |
|
|
|
|
|
|
||
Solaris (dba Urology Management Holdings, Inc.) |
|
|
|
|
|
|
||
Superior Environmental Solutions |
|
|
|
|
|
|
||
Trader Corporation |
|
|
|
|
|
|
||
UP Acquisition Corp. (dba Unified Power) |
|
|
|
|
|
|
||
USA DeBusk, LLC |
|
|
|
|
|
— |
|
|
VASA Fitness Buyer, Inc. |
|
|
|
|
|
|
||
Zeus Company, Inc. |
|
|
|
|
|
— |
|
|
Total 1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
||
1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
||
EIP Consolidated, LLC (dba Everest Infrastructure) |
|
$ |
|
|
$ |
|
||
K2 Towers III, LLC |
|
|
|
|
|
|
||
Skyway Towers Intermediate LLC |
|
|
|
|
|
|
||
Tarpon Towers II LLC |
|
|
|
|
|
— |
|
|
Thor FinanceCo LLC (dba Harmoni Towers) |
|
|
|
|
|
|
||
Towerco IV Holdings, LLC |
|
|
|
|
|
|
||
Total 1st Lien/Last-Out Unitranche |
|
$ |
|
|
$ |
|
||
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
||
AWP Group Holdings, Inc. |
|
$ |
|
|
$ |
|
||
Total 2nd Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
Contingencies
In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
The Investment Adviser agreed to bear all of the Company’s expenses through the Initial Issuance Date. The Company was obligated to reimburse the Investment Adviser for such advanced expenses upon breaking escrow in connection with the initial closing of the private offering of the Shares and the Investment Adviser requested reimbursement of these expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement.
40
8. NET ASSETS
The Company has the authority to issue up to
Transactions in Shares
The following table summarizes the total Shares issued and proceeds related to the Offering:
Share Issue Date |
|
Shares Issued |
|
|
Proceeds Received |
|
||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
||
January 1, 2024 |
|
|
|
|
$ |
|
||
February 1, 2024 |
|
|
|
|
|
|
||
March 1, 2024 |
|
|
|
|
|
|
||
Total |
|
|
|
|
$ |
|
||
There were
Distributions to Common Stockholders
The Company has adopted a DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If an investor participates in the DRIP, the cash distributions attributable to the class of shares that the investor purchased in our primary offering will be automatically invested in additional shares of the same class. The purchase price for shares purchased under the Company's DRIP will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Shares |
|
||
For the Three Months Ended March 31, 2024 |
|
|||||||||||
|
|
|
$ |
|
|
|
|
|||||
|
|
|
$ |
|
|
|
|
|||||
|
|
|
$ |
|
|
|
|
|||||
There were
Series A Preferred Stock
On April 6, 2023, the Company issued and sold
Share Repurchase Program
Subject to the discretion of the Company’s Board of Directors, the Company intends to maintain a share repurchase program, pursuant to which it intends to offer to repurchase, in each quarter, up to
41
Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be subject to an “early repurchase deduction” of
The following table presents the share repurchases completed during the three months ended March 31, 2024:
Offer Date |
|
Tender Offer Expiration Date |
|
Repurchase Pricing Date |
|
Percentage of Outstanding Units the Company Offered to Repurchase(1)(2) |
|
|
Purchase Price Per Share |
|
|
Amount Repurchased |
|
|
Number of Shares Repurchased |
|
||||
|
|
|
|
% |
|
$ |
|
|
$ |
|
|
|
|
|||||||
9. EARNINGS PER COMMON SHARE
The following information sets forth the computation of basic and diluted earnings per Share:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
|
|
|
Net increase in net assets from operations |
|
$ |
|
|
Weighted average shares outstanding |
|
|
|
|
Basic and diluted earnings (loss) per share |
|
$ |
|
|
Diluted earnings per share equal basic earnings per share because there were no common stock equivalents outstanding during the periods presented. There were
10. FINANCIAL HIGHLIGHTS
The below table presents the schedule of financial highlights of the Company:
|
|
For the Three Months Ended |
|
|
|
|
|
March 31, 2024 |
|
|
|
Per Common Share Data(1): |
|
|
|
|
|
NAV, beginning of period |
|
$ |
|
|
|
Net investment income |
|
|
|
|
|
Net realized and unrealized gains (losses)(2) |
|
|
|
|
|
Net increase in net assets from operations(2) |
|
$ |
|
|
|
Distributions to common stockholders |
|
|
( |
) |
|
Total increase in net assets |
|
$ |
|
|
|
NAV, end of period |
|
$ |
|
|
|
Shares outstanding, end of period |
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
Total return based on NAV(3) |
|
|
% |
|
|
Supplemental Data/Ratio(4): |
|
|
|
|
|
Net assets, end of period |
|
$ |
|
|
|
Ratio of net expenses to average net assets |
|
|
% |
|
|
Ratio of net expenses before voluntary waivers to average net assets |
|
|
% |
|
|
Ratio of expenses (without net incentive fees and interest and other debt expenses) to average net assets |
|
|
% |
|
|
Ratio of interest and other debt expenses to average net assets |
|
|
% |
|
|
Ratio of net incentive fees to average net assets |
|
|
% |
|
|
Ratio of total expenses to average net assets |
|
|
% |
|
|
Ratio of net investment income to average net assets |
|
|
% |
|
|
Portfolio turnover |
|
|
% |
|
|
42
There were
Beginning August 25, 2022, the Company entered into multiple purchase agreements (as amended, the “Purchase Agreements”) with Macquarie Bank Limited (the “Financing Provider”) and an affiliate of the Investment Adviser. Under the Purchase Agreements, the Company had forward arrangements to settle the purchase of certain investments (the “Portfolio Investments”) from the Financing Provider, who was obligated to settle the sale of such investments subject to the following conditions (the “Warehouse Conditions”); (a) that the Company had received subscriptions of at least $
The Portfolio Investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with the Company’s investment strategy.
On April 10, 2023, the Warehouse Conditions were met and the Company acquired all of the Portfolio Investments from the Financing Provider pursuant to the terms of the Purchase Agreements.
12. SUBSEQUENT EVENTS
Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
April and May Subscriptions
On April 1, 2024, the Company received $
On May 1, 2024, the Company received $
Distributions
On May 1, 2024, the Board of Directors declared monthly distributions from the Company's taxable earnings, including net investment income. The following table summarizes the distributions declared and the dates that they are expected to be paid on or about:
Record Date |
|
Payable Date |
|
||
|
||
|
43
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Credit Corp., Goldman Sachs Private Credit Corp., together with its consolidated subsidiary, or, for the periods prior to our conversion from a Delaware limited liability company to a Delaware corporation, Goldman Sachs Private Credit Fund LLC, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we intend to elect to be treated as a regulated investment company (“RIC”), and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2023. From our commencement of investment operations on April 6, 2023 through March 31, 2024, we have originated approximately $3.20 billion in aggregate principal amount of Private Credit Investments (as defined below) and related equity prior to any subsequent exits and repayments.
Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. Our investment strategy is consistent with that of the broader Goldman Sachs Asset Management Private Credit platform, with a focus on capital preservation and capital appreciation, and includes:
Under normal circumstances, we will invest at least 80% of our total assets (which include net assets plus borrowings for investment purposes) in private credit instruments, which may include loans, notes, bonds and other corporate debt securities issued by corporate issuers (“Private Credit Investments”). If we change our 80% requirement, we will provide stockholders with at least 60 days’ notice of such change.
We primarily hold directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. We may also invest, to a lesser extent, in second lien loans, unsecured, subordinated or PIK debt and equity and equity-like instruments. We also invest a portion of our portfolio in more liquid investments (“Liquid Investments”), such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.
We invest primarily in private companies based in the United States, but we also invest, to a lesser extent, in non-U.S. based companies (subject to compliance with BDC requirements to invest at least 70% of our assets in U.S. companies). We focus our lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. We may invest in companies of any size or capitalization.
We generally lead the origination of our investments as the primary lender, and we may participate in club deals (which are generally investments made by a small group of firms). Subject to the limitations of the Investment Company Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. We also invest alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. For additional information, see “Item 1. Business—Allocation of Investment Opportunities—Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief” in our annual report on Form 10-K for the year ended December 31, 2023. In addition, we expect to acquire or originate revolving credit facilities from time to time in connection with our investments in other assets.
44
Our investment strategy also allocates a portion of the overall portfolio to Liquid Investments to provide the portfolio with additional liquidity and to manage our payment obligations under our share repurchase program. Liquid Investments may include senior secured loans, senior secured high yield bonds, senior unsecured high yield bonds, and fixed-income ETFs and government securities. We use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. Prior to raising or investing sufficient capital, the portfolio may display a greater percentage of assets within Liquid Investments or government securities than we otherwise would expect for a fully invested portfolio. Investment decisions related to Liquid Investments are made by the Goldman Sachs Asset Management High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of Goldman Sachs Asset Management.
We employ leverage as market conditions permit and at the discretion of the Investment Adviser, but we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We intend to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. We may also use leverage in the form of preferred shares. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We would expect any such leverage, if incurred, to increase the total capital available for investment by us.
For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Risks Relating to Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2023.
Replacement of Interbank Offered Rates (IBORs) Including the London Interbank Offered Rate (“LIBOR”):
On July 1, 2023, the publication of all LIBOR settings as representative rates ceased. The Financial Conduct Authority has allowed the publication and use of synthetic rates for certain U.S. dollar (“USD”) LIBOR settings in legal USD LIBOR-based contracts through September 2024. Since our inception, substantially all our investments have generally been indexed to SOFR. As of March 31, 2024, we have facilitated an orderly transition of substantially all of our investments and our Revolving Credit Facilities (as defined below) to SOFR or to alternative risk-free reference rates. Any remaining USD LIBOR based investments will have transitioned subsequent to March 31, 2024 or have fallback provisions that will be utilized.
KEY COMPONENTS OF OPERATIONS
Revenues
We generate revenues in the form of interest income on debt investments and, to a lesser extent, fee income and capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income. We expect that the principal amount of the debt investments and any accrued but unpaid interest generally will become due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.
Dividend income on preferred equity investments, if any, is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments, if any, is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and other professional fees, interest and other debt expenses and other operating related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, structuring, and monitoring our investments. We bear all other expenses of our operations and transactions, including in accordance with the Investment Management Agreement.
Our Investment Adviser pays all costs incurred by it in connection with the performance of its duties under the Investment Management Agreement. Our Investment Adviser pays the compensation and expenses of all its personnel and makes available, without expense to us, the services of such of its partners, officers and employees as may duly be elected as our officers or directors, subject to their individual consent to serve and to any limitations imposed by law. Our Investment Adviser is not required to pay any of our expenses other than those specifically allocated to it, including as set forth below. In particular, but without limiting the generality of the foregoing, our Investment Adviser is not required to pay:
45
Our Investment Adviser is also not required to pay expenses of activities which are primarily intended to result in sales of our Shares, including all costs and expenses associated with the preparation and distribution of any private placement memorandum, subscription agreements, registration statements, prospectuses or stockholder application forms, including any amendments, restatements and/or supplements thereto.
Our Investment Adviser may impose a voluntary cap on the amount of expenses that will be borne by us on a monthly or annual basis. Any such expense cap may be increased, decreased, waived or eliminated at any time at our Investment Adviser’s sole discretion.
To the extent that expenses to be borne by us pursuant to the Investment Management Agreement are paid by our Investment Adviser, we will reimburse our Investment Adviser for such expenses, provided, however, that our Investment Adviser may elect, from time to time and in its sole discretion, to bear certain of our expenses set forth above, including organizational and other expenses.
With respect to the expenses of the private offering of Shares, the Investment Adviser has agreed to advance all of our organization, offering and other operating expenses on our behalf through the date on which we broke escrow for the private offering of the Shares. Pursuant to the expense support and conditional reimbursement agreement, dated as of March 20, 2023 (the “Expense Support and Conditional Reimbursement Agreement”) with the Investment Adviser, the Investment Adviser may elect to pay certain of our expenses on our behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or stockholder servicing fees of the Company. We may reimburse the Investment Adviser for such advanced expenses only if certain conditions are met. See Note 3 “Expense Support and Conditional Reimbursement Agreement” to our consolidated financial statements included in this report. Any reimbursements will not exceed actual expenses incurred by the Investment Adviser and its affiliates.
From time to time, Goldman Sachs Asset Management (in its capacity as the Investment Adviser) or its affiliates may pay third-party providers of goods or services. We will reimburse Goldman Sachs Asset Management (in its capacity as the Investment Adviser) or such affiliates thereof for any such amounts paid on our behalf. From time to time, Goldman Sachs Asset Management (in its capacity as the Investment Adviser) may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our stockholders.
We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
46
Leverage
As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to our common stock if our asset coverage ratio, as defined under the Investment Company Act, is at least equal to 150% immediately after each such issuance. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150%, subject to certain approval and disclosure requirements. Our board of directors (the “Board of Directors” or the “Board”) and initial member approved the application of the 150% asset coverage ratio to us in accordance with the requirements of the Investment Company Act. While the leverage we employ may be greater or less than these levels from time to time, we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise, it is presumed not to be for temporary purposes. For a discussion of the risks associated with leverage, see “Item 1A. Risk Factors—Risks Relating to Legal and Regulatory Matters—Regulations governing our operations as a BDC affect our ability to, and the way in which we, raise additional capital. These constraints may hinder our Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective” in our annual report on Form 10-K for the year ended December 31, 2023.
We employ leverage as market conditions permit and at the discretion of the Investment Adviser, but we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. We also use leverage in the form of preferred shares. In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We expect any such leverage, if incurred, to increase the total capital available for investment by the Company.
Our leverage may take the form of revolving or term loans from financial institutions, such as the Truist Revolving Credit Facility (as defined below) and the BNPP Revolving Credit Facility (as defined below, and together with the Truist Revolving Credit Facility, the "Revolving Credit Facilities"), secured or unsecured bonds, securitization of portions of our investment portfolio, or preferred shares. The Revolving Credit Facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage.” In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings, as well as the risks of such borrowings compared to our investment outlook. The use of leverage magnifies returns, including losses. See “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023.
Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our Board of Directors of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio (excluding investments in money market funds, if any) consisted of the following:
|
|
As of |
|
|||||||||||||
|
|
March 31, 2024 |
December 31, 2023 |
|
||||||||||||
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
||||
|
|
($ in millions) |
|
|||||||||||||
First Lien/Senior Secured Debt |
|
$ |
2,433.33 |
|
|
$ |
2,453.19 |
|
|
$ |
1,596.14 |
|
|
$ |
1,601.42 |
|
First Lien/Last-Out Unitranche |
|
|
205.62 |
|
|
|
205.71 |
|
|
|
166.48 |
|
|
|
166.68 |
|
Second Lien/Senior Secured Debt |
|
|
20.03 |
|
|
|
20.27 |
|
|
|
20.02 |
|
|
|
20.02 |
|
Preferred Stock |
|
|
3.42 |
|
|
|
3.42 |
|
|
|
— |
|
|
|
— |
|
Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total investments |
|
$ |
2,662.40 |
|
|
$ |
2,682.59 |
|
|
$ |
1,782.64 |
|
|
$ |
1,788.12 |
|
47
The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and at fair value, was as follows:
|
|
As of |
|
|||||||||||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
||||
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien/Senior Secured Debt(2) |
|
|
11.6 |
% |
|
|
11.3 |
% |
|
|
12.0 |
% |
|
|
11.9 |
% |
First Lien/Last-Out Unitranche(2)(3) |
|
|
12.2 |
% |
|
|
12.1 |
% |
|
|
12.3 |
% |
|
|
12.2 |
% |
Second Lien/Senior Secured Debt(2) |
|
|
14.6 |
% |
|
|
14.3 |
% |
|
|
14.6 |
% |
|
|
14.6 |
% |
Preferred Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Portfolio |
|
|
11.6 |
% |
|
|
11.4 |
% |
|
|
12.0 |
% |
|
|
12.0 |
% |
The weighted average yield of our Liquid Investments as of March 31, 2024 and December 31, 2023 was 9.0% and 9.4% at amortized cost and 9.0% and 9.2% at fair value.
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
|
|
As of |
|
||||||
|
|
March 31, |
|
December 31, |
|
||||
Number of portfolio companies in which we have Private Credit Investments |
|
|
55 |
|
|
45 |
|
||
Number of Liquid Investments |
|
|
149 |
|
|
124 |
|
||
Percentage of performing debt bearing a floating rate(1) |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
Percentage of performing debt bearing a fixed rate(1)(2) |
|
|
—% |
|
|
—% |
|
||
Weighted average loan-to-value (“LTV”)(3) |
|
|
|
39.0 |
% |
|
|
40.0 |
% |
Weighted average leverage (net debt/EBITDA)(4) |
|
|
|
5.5 |
x |
|
|
5.5 |
x |
Weighted average interest coverage(4) |
|
|
|
1.6 |
x |
|
|
1.6 |
x |
Median EBITDA(4) |
|
$ |
|
105.80 million |
|
$ |
|
106.60 million |
|
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our applicable performing Private Credit Investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our applicable Private Credit Investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
As of March 31, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 22.7% and 26.9% of total Private Credit Investments at fair value.
48
Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:
|
|
As of |
|
|||||||||||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Investment Performance Rating |
|
Fair Value |
|
|
Percentage of Total |
|
|
Fair Value |
|
|
Percentage of Total |
|
||||
|
|
(in millions) |
|
|
|
|
|
(in millions) |
|
|
|
|
||||
Grade 1 |
|
$ |
— |
|
|
|
— |
% |
|
$ |
— |
|
|
|
— |
% |
Grade 2 |
|
|
2,679.17 |
|
|
|
99.9 |
|
|
|
1,766.57 |
|
|
|
98.8 |
|
Grade 3 |
|
|
3.42 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
Grade 4 |
|
|
— |
|
|
|
— |
|
|
|
21.55 |
|
|
|
1.2 |
|
Total Investments |
|
$ |
2,682.59 |
|
|
|
100.0 |
% |
|
$ |
1,788.12 |
|
|
|
100.0 |
% |
The decrease in investments with a grade 4 investment performance rating was primarily driven by an investment with a fair value of $21.55 million being upgraded to grade 2 and grade 3 investment performance ratings due to restructuring.
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
|
|
As of |
|
|||||||||||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Amortized Cost |
|
|
Percentage of |
|
|
Amortized Cost |
|
|
Percentage of |
|
||||
|
|
(in millions) |
|
|
|
|
|
(in millions) |
|
|
|
|
||||
Performing |
|
$ |
2,662.40 |
|
|
|
100.0 |
% |
|
$ |
1,755.74 |
|
|
|
98.5 |
% |
Non-accrual |
|
|
— |
|
|
|
— |
|
|
|
26.90 |
|
|
|
1.5 |
|
Total Investments |
|
$ |
2,662.40 |
|
|
|
100.0 |
% |
|
$ |
1,782.64 |
|
|
|
100.0 |
% |
49
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
The following table shows our investment activity by investment type of our Private Credit Investments(1):
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
($ in millions) |
|
|
Amount of investments committed at cost: |
|
|
|
|
First Lien/Senior Secured Debt |
|
$ |
1,123.48 |
|
First Lien/Last-Out Unitranche |
|
|
34.65 |
|
Total |
|
$ |
1,158.13 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
First Lien/Senior Secured Debt |
|
$ |
35.25 |
|
Total |
|
$ |
35.25 |
|
Net increase in portfolio |
|
$ |
1,122.88 |
|
Number of new portfolio companies with new investment commitments |
|
|
11 |
|
Total new investment commitment amount in new portfolio companies |
|
$ |
998.64 |
|
Average new investment commitment amount in new portfolio companies |
|
$ |
90.79 |
|
Number of existing portfolio companies with new investment commitments |
|
|
5 |
|
Total new investment commitment amount in existing portfolio companies |
|
$ |
159.49 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
|
6.4 |
|
Percentage of new debt investment commitments at floating interest rates |
|
|
100.0 |
% |
Percentage of new debt investment commitments at fixed interest rates(3) |
|
|
— |
% |
Weighted average yield on new debt and income producing investment commitments(4) |
|
|
10.7 |
% |
Weighted average yield on new investment commitments(5) |
|
|
10.7 |
% |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
|
10.7 |
% |
Weighted average yield on investments sold or repaid(7) |
|
|
10.7 |
% |
Our net investment activity at amortized cost for Liquid Investments (excluding investments in money market funds, if any) for the three months ended March 31, 2024 was $368.81 million. The fair value of Liquid Investments (excluding investments in money market funds, if any) is $503.46 million, or 18.8% of our portfolio as of March 31, 2024.
We had no investment activity for the three months ended March 31, 2023.
50
RESULTS OF OPERATIONS
Our operating results were as follows:
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||
|
|
($ in millions) |
|
|||||
Total investment income |
|
$ |
66.63 |
|
|
$ |
— |
|
Net expenses |
|
|
(15.25 |
) |
|
|
— |
|
Net investment income |
|
$ |
51.38 |
|
|
$ |
— |
|
Net realized gain (loss) on investments |
|
|
(4.02 |
) |
|
|
— |
|
Net unrealized appreciation (depreciation) on investments |
|
|
14.71 |
|
|
|
— |
|
Net unrealized appreciation (depreciation) on warehouse transaction |
|
|
— |
|
|
|
1.94 |
|
Net realized and unrealized gain (losses) on translations and transactions |
|
|
2.37 |
|
|
|
— |
|
Net realized and unrealized gains |
|
$ |
13.06 |
|
|
$ |
1.94 |
|
Net increase in net assets from operations |
|
$ |
64.44 |
|
|
$ |
1.94 |
|
Net increase in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.
Investment Income
Our investment income was as follows:
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||
|
|
($ in millions) |
|
|||||
Interest income |
|
$ |
61.14 |
|
|
$ |
— |
|
Dividend income |
|
|
4.52 |
|
|
|
— |
|
Other income |
|
|
0.97 |
|
|
|
— |
|
Total investment income |
|
$ |
66.63 |
|
|
$ |
— |
|
Investment income for the three months ended March 31, 2024 was driven by our deployment of capital into income producing investments.
Expenses
Our expenses were as follows:
|
|
For the Three Months Ended |
|
|
For the Three Months Ended |
|
||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||
|
|
($ in millions) |
|
|||||
Interest and other debt expenses |
|
$ |
7.80 |
|
|
$ |
— |
|
Management fees |
|
|
6.45 |
|
|
|
— |
|
Incentive fees based on income |
|
|
6.27 |
|
|
|
— |
|
Incentive fees based on capital gains |
|
|
1.63 |
|
|
|
— |
|
Offering costs |
|
|
0.70 |
|
|
|
— |
|
Professional fees |
|
|
0.46 |
|
|
|
— |
|
Organization costs |
|
|
— |
|
|
|
0.22 |
|
Directors’ fees |
|
|
0.17 |
|
|
|
0.08 |
|
Other general and administrative expenses |
|
|
1.10 |
|
|
|
0.05 |
|
Total expenses |
|
$ |
24.58 |
|
|
$ |
0.35 |
|
Fee waivers |
|
|
(2.43 |
) |
|
|
— |
|
Expense support |
|
|
(6.90 |
) |
|
|
(0.35 |
) |
Net Expenses |
|
$ |
15.25 |
|
|
$ |
— |
|
51
In the table above:
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies consisted of the following:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
(in millions) |
|
|
Other, net |
|
$ |
(0.02 |
) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
|
(4.00 |
) |
Net realized gain (loss) |
|
$ |
(4.02 |
) |
For the three months ended March 31, 2024, net realized losses were primarily driven by the restructuring of the first lien debt investment in LCG Vardiman Black, LLC (dba Specialty Dental Brands), which resulted in a realized loss of $4.00 million.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
($ in millions) |
|
|
Unrealized appreciation |
|
$ |
17.70 |
|
Unrealized depreciation |
|
|
(2.99 |
) |
Net change in unrealized appreciation (depreciation) on investments |
|
$ |
14.71 |
|
The change in unrealized appreciation (depreciation) on investments consisted of the following:
|
|
For the Three Months Ended |
|
|
|
|
March 31, 2024 |
|
|
|
|
($ in millions) |
|
|
Portfolio Company: |
|
|
|
|
Other, net(1) |
|
$ |
6.66 |
|
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
|
5.51 |
|
Hyland Software, Inc. |
|
|
1.46 |
|
Rubrik, Inc. |
|
|
0.94 |
|
Computer Services, Inc. |
|
|
0.91 |
|
NAVEX TopCo, Inc. |
|
|
0.85 |
|
Ardonagh Midco 3 PLC |
|
|
(0.13 |
) |
Physician Partners LLC |
|
|
(0.17 |
) |
Recochem, Inc |
|
|
(0.34 |
) |
Harrington Industrial Plastics, LLC |
|
|
(0.43 |
) |
Trader Corporation |
|
|
(0.55 |
) |
Total |
|
$ |
14.71 |
|
52
Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2024 was primarily driven by tightening of credit spreads and the reversal of unrealized depreciation in connection with the aforementioned restructuring of LCG Vardiman Black, LLC (dba Specialty Dental Brands).
For the three months ended March 31, 2023, we had no realized gains (losses) and $1.94 million in unrealized appreciation (depreciation) in connection with certain purchase agreements that we entered into with a party unaffiliated with the Investment Adviser (the “Warehouse Transaction”). For additional information on the Warehouse Transaction, see Note 11 "Warehouse Transaction” in our consolidated financial statements.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary use of funds is for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to the Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of March 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes our Revolving Credit Facilities) was 549% and 741%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.
An affiliate of the Investment Adviser made an initial capital contribution to us of one thousand dollars and became our initial member. On April 6, 2023, the date of the initial closing of the private offering of our Shares, the equity interest of the initial member was cancelled.
The following table summarizes the securities issued and proceeds related to such issuances:
Share Issue Date |
|
Shares Issued |
|
|
Proceeds |
|
||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
||
Class I Common Stock |
|
|
|
|
|
|
||
January 1, 2024 |
|
|
13,232,488 |
|
|
$ |
333.46 |
|
February 1, 2024 |
|
|
6,122,455 |
|
|
|
154.29 |
|
March 1, 2024 |
|
|
7,852,924 |
|
|
|
197.81 |
|
Total |
|
|
27,207,867 |
|
|
|
685.56 |
|
There were no Shares issued for the three months ended March 31, 2023.
Share Repurchase Program
Subject to the discretion of our Board of Directors, we intend to maintain a share repurchase program in which we intend to offer to repurchase in each quarter up to 5% of our Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The following table presents the share repurchases completed during the three months ended March 31, 2024.
Offer Date |
|
Tender Offer Expiration Date |
|
Repurchase Pricing Date |
|
Percentage of Outstanding Units the Company Offered to Repurchase(1)(2) |
|
|
Purchase Price Per Share |
|
|
Amount Repurchased |
|
|
Number of Shares Repurchased |
|
||||
February 16, 2024 |
|
March 15, 2024 |
|
March 31, 2024 |
|
|
5.0 |
% |
|
$ |
25.32 |
|
|
$ |
0.39 |
|
|
|
15,551 |
|
53
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan (the “DRIP”), pursuant to which we reinvest all distributions declared by the Board on behalf of our stockholders who do not elect to receive their distributions in cash. As a result, if the Board authorizes, and we declare, a cash distribution or other distribution, then our stockholders who have not opted out of our DRIP will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution or other distribution.
Contractual Obligations
We have entered into the Investment Management Agreement with Goldman Sachs Asset Management (in its capacity as the Investment Adviser) to provide us with investment advisory services and the Administration Agreement with State Street Bank and Trust Company (in its capacity as the administrator, the “Administrator”) to provide us with administrative services. Payments for investment advisory services under the Investment Management Agreement are described in “Item 1. Business—Investment Management Agreement” in our annual report on Form 10-K for the year ended December 31, 2023.
We may establish credit facilities in addition to the Truist Revolving Credit Facility and BNPP Revolving Credit Facility or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over SOFR (or other applicable reference rate). We cannot assure stockholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask us to comply with positive or negative covenants that could have an effect on our operations.
We entered into multiple purchase agreements (as amended, the “Purchase Agreements”) with Macquarie Bank Limited (the “Financing Provider”) and an affiliate of the Investment Adviser, pursuant to which we purchased certain investments (the “Portfolio Investments”) from the Financing Provider at the prices determined under the Purchase Agreements. See Note 11 “Warehouse Transaction” in our consolidated financial statements included in this report for additional information.
The following table shows our contractual obligations as of March 31, 2024:
|
|
Payments Due by Period ($ in millions) |
|
|||||||||||||||||
|
|
Total |
|
|
Less Than |
|
|
1 – 3 |
|
|
3 – 5 |
|
|
More Than |
|
|||||
Truist Revolving Credit Facility(1) |
|
$ |
313.81 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
313.81 |
|
|
$ |
— |
|
BNPP Revolving Credit Facility(2) |
|
$ |
200.00 |
|
|
$ |
— |
|
|
$ |
200.00 |
|
|
$ |
— |
|
|
$ |
— |
|
Truist Revolving Credit Facility
On April 6, 2023, we entered into a revolving credit facility (as amended, the “Truist Revolving Credit Facility”) with Truist Bank, as administrative agent, and the lenders and issuing banks party thereto.
The total commitments under the Truist Revolving Credit Facility are $1,180.00 million, of which $800.00 million is under a multicurrency sub-facility, $290.00 million is under a USD sub-facility and $90.00 million is under a term loan tranche. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility up to $1,695.00 million. We amended the Truist Revolving Credit Facility on August 9, 2023 and November 17, 2023.
Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on April 6, 2028.
54
Borrowings thereunder denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings thereunder denominated in non-USD bear interest of the applicable term benchmark rate or daily simple risk-free rate plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in (i) Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively, and (ii) Canadian Dollars only, an additional 0.29547% credit adjustment spread or 0.32138% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, we may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.
For further details, see Note 6 “Debt–Truist Revolving Credit Facility” to our consolidated financial statements included in this report.
BNPP Revolving Credit Facility
On September 28, 2023, GS Private Credit SPV Public I LLC (“SPV Public I”), a wholly owned subsidiary of the Company, entered into a revolving credit facility (the “BNPP Revolving Credit Facility”) with BNP Paribas (“BNPP”), as administrative agent, State Street Bank and Trust Company, as collateral agent, us, as equityholder and investment advisor, and the lenders party thereto.
The initial principal amount of the commitments under the BNPP Revolving Credit Facility is $200,000,000. The BNPP Revolving Credit Facility also has an accordion provision, subject to the satisfaction of various conditions, which could bring total commitments under the BNPP Revolving Credit Facility to $1,000,000,000. Proceeds from borrowings under the BNPP Revolving Credit Facility may be used to fund portfolio investments by SPV Public I and to make advances under delayed drawdown collateral assets where SPV Public I is a lender. Any amounts outstanding under the BNPP Revolving Credit Facility must be repaid by September 28, 2026.
Advances under the BNPP Revolving Credit Facility initially bear interest at a per annum rate equal to 1-month or 3-month Term SOFR plus an applicable margin of 1.80%. After the expiration of a two-year reinvestment period, the applicable margin on all outstanding advances will be 2.80% per annum.
For further details, see Note 6 “Debt–BNPP Revolving Credit Facility” to our consolidated financial statements included in this report.
Series A Preferred Stock
On April 6, 2023, we issued and sold 515 shares of Series A Cumulative Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”), at a price of $1,000 per share, resulting in gross proceeds of $0.52 million. We redeemed all of the issued and outstanding shares of Series A Preferred Stock on September 28, 2023.
Distributions, including the payment of dividends and distribution of our assets upon dissolution, liquidation, or winding up, on the Series A Preferred Stock were senior to all other classes and series of our common stock to the extent of the aggregate liquidation preference of the Series A Preferred Stock ($1,000 per share, or the “Liquidation Value”) and all accrued but unpaid distributions and any applicable redemption premium on the Series A Preferred Stock. Distributions on each share of the Series A Preferred Stock were payable semiannually on June 30 and December 31 of each year and accrued at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid distribution thereon, from and including the date of issuance to and including the earlier of (1) the date of our liquidation, dissolution, or winding up or (2) the date on which such share of Series A Preferred Stock is redeemed. Such distributions were generally cumulative with the result that all accrued and unpaid distributions would have been required to be fully paid or declared with funds irrevocably set apart for payment for all past distribution periods before any distribution or payment could have been made to holders of outstanding shares of our common stock.
Off-Balance Sheet Arrangements
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
55
|
|
As of |
|
|
As of |
|
|
||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
||
|
|
(in millions) |
|
|
|||||
Unfunded Commitments |
|
|
|
|
|
|
|
||
First Lien/Senior Secured Debt |
|
$ |
924.45 |
|
|
$ |
311.84 |
|
|
First Lien/Last-Out Unitranche |
|
|
86.67 |
|
|
|
91.04 |
|
|
Second Lien/Senior Secured Debt |
|
|
4.54 |
|
|
|
4.55 |
|
|
Total |
|
$ |
1,015.66 |
|
|
$ |
407.43 |
|
|
Warehouse Transaction
We entered into the Warehouse Transaction whereby we agreed, subject to certain conditions, to purchase certain investments (the “Portfolio Investments”) from a party unaffiliated with the Investment Adviser. The Warehouse Transaction was designed to assist us in deploying capital upon receipt of subscriptions. On April 10, 2023, we purchased the Portfolio Investments. The Portfolio Investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with our investment strategy. For additional information, see Note 11 “Warehouse Transaction” in our consolidated financial statements. Although there can be no assurances, we may in the future enter into additional warehousing transactions from time to time, with third parties, subject to compliance with the Investment Company Act.
HEDGING
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.
For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and Income Taxes.
RECENT DEVELOPMENTS
April and May Subscriptions
56
On April 1, 2024, we received $228.59 million of proceeds, relating to the issuance of 9,027,996 Shares.
On May 1, 2024, we received $231.69 million of proceeds, relating to the issuance of Shares.
Distributions
On May 1, 2024, our Board of Directors declared monthly distributions from our taxable earnings, including net investment income. The following table summarizes the distributions declared and the dates that they are expected to be paid on or about:
Record Date |
|
Payable Date |
May 31, 2024 |
|
June 26, 2024 |
June 28, 2024 |
|
July 26, 2024 |
July 31, 2024 |
|
August 27, 2024 |
Other Matters
In March 2024, the SEC adopted final rules requiring registrants to provide certain climate-related disclosures to the extent they are material. These rules require certain disclosures related to severe weather events and other natural conditions in notes to audited financial statements. These disclosures are required to be phased-in over multiple years beginning with fiscal year 2025 for large accelerated filers followed by other filers. However, in April 2024, the SEC stayed the implementation of these rules, pending the outcome of litigation challenging the rules.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of March 31, 2024 and December 31, 2023 on a fair value basis, 100% and 100% of our performing debt investments bore interest at a floating rate. Our borrowings under the Truist Revolving Credit Facility and the BNPP Revolving Credit Facility each bear interest at a floating rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
Based on our March 31, 2024 Consolidated Statements of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure.
As of March 31, 2024 |
|
Interest |
|
|
Interest |
|
|
Net |
|
|||
($ in millions) |
|
|
|
|
|
|
|
|
|
|||
Up 300 basis points |
|
$ |
69.01 |
|
|
$ |
(9.41 |
) |
|
$ |
59.60 |
|
Up 200 basis points |
|
|
46.01 |
|
|
|
(6.27 |
) |
|
|
39.74 |
|
Up 100 basis points |
|
|
23.00 |
|
|
|
(3.14 |
) |
|
|
19.86 |
|
Up 75 basis points |
|
|
17.26 |
|
|
|
(2.35 |
) |
|
|
14.91 |
|
Up 50 basis points |
|
|
11.51 |
|
|
|
(1.56 |
) |
|
|
9.95 |
|
Up 25 basis points |
|
|
5.75 |
|
|
|
(0.79 |
) |
|
|
4.96 |
|
Down 25 basis points |
|
|
(5.75 |
) |
|
|
0.79 |
|
|
|
(4.96 |
) |
Down 50 basis points |
|
|
(11.51 |
) |
|
|
1.56 |
|
|
|
(9.95 |
) |
Down 75 basis points |
|
|
(17.26 |
) |
|
|
2.35 |
|
|
|
(14.91 |
) |
Down 100 basis points |
|
|
(23.00 |
) |
|
|
3.14 |
|
|
|
(19.86 |
) |
Down 200 basis points |
|
|
(46.01 |
) |
|
|
6.27 |
|
|
|
(39.74 |
) |
Down 300 basis points |
|
|
(69.01 |
) |
|
|
9.41 |
|
|
|
(59.60 |
) |
We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
57
We plan to invest primarily in illiquid debt securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith by the Investment Adviser, as our Valuation Designee, pursuant to procedures adopted by the Investment Adviser, as our Valuation Designee, subject to the oversight of the Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Our investment strategy will also allocate a portion of the overall portfolio to Liquid Investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity and to manage our payment obligations under our share repurchase program. Investment decisions related to Liquid Investments, such as broadly syndicated loans and other fixed-income securities, will be made by the Goldman Sachs Asset Management High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of Goldman Sachs Asset Management.
Although the current outlook is uncertain, heightened inflation may persist in the near to medium term, particularly in the United States, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures may affect our portfolio companies’ profit margins.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
Item 1A. Risk Factors.
An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 5, 2024. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table summarizes the total securities issued and proceeds:
Share Issue Date |
|
Shares Issued |
|
|
Proceeds |
|
||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
||
Class I Common Stock |
|
|
|
|
|
|
||
January 1, 2024 |
|
|
13,232,488 |
|
|
$ |
333.46 |
|
February 1, 2024 |
|
|
6,122,455 |
|
|
|
154.29 |
|
March 1, 2024 |
|
|
7,852,924 |
|
|
|
197.81 |
|
Total |
|
|
27,207,867 |
|
|
|
685.56 |
|
Each of the above issuances and sales of our Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act, as applicable. Each purchaser of the Shares was required to represent that it (i) is either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of Shares sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the Shares for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.
Issuer Purchases of Equity Securities
58
Subject to the discretion of our Board of Directors, we intend to maintain a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our outstanding Shares (by number of shares) as of the close of the previous calendar quarter. Our Board of Directors may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interests of us and our stockholders. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase program, to the extent we offer to repurchase Shares in any particular quarter, we expect to repurchase such Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include Shares received under our distribution reinvestment plan. The Early Repurchase Deduction may be waived by us in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of our remaining stockholders.
The following table sets forth information regarding repurchases of Shares under our share repurchase program during the three months ended March 31, 2024:
Offer Date |
|
Tender Offer Expiration Date |
|
Repurchase Pricing Date |
|
Percentage of Outstanding Units the Company Offered to Repurchase(1)(2) |
|
|
Purchase Price Per Share |
|
|
Amount Repurchased |
|
|
Number of Shares Repurchased |
|
||||
February 16, 2024 |
|
March 15, 2024 |
|
March 31, 2024 |
|
|
5.0 |
% |
|
$ |
25.32 |
|
|
$ |
0.39 |
|
|
|
15,551 |
|
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
59
INDEX TO EXHIBITS
EXHIBIT NO. |
|
EXHIBIT |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
31.3* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
|
|
|
|
32.3* |
|
|
|
|
|
101.INS* |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
60
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS PRIVATE CREDIT CORP. |
|
|
|
|
|||
Date: May 9, 2024 |
|
|
|
|
|
/s/ Alex Chi |
|
|
|
|
|
|
Name: Alex Chi |
|
|
|
|
|
|
Title: Co-Chief Executive Officer and Co-President |
|
|
|
|
|
|
(Co-Principal Executive Officer) |
|
|
|
|
|
|
|
Date: May 9, 2024 |
|
|
|
|
|
/s/ David Miller |
|
|
|
|
|
|
Name: David Miller |
|
|
|
|
|
|
Title: Co-Chief Executive Officer and Co-President |
|
|
|
|
|
|
(Co-Principal Executive Officer) |
|
|
|
|
|
|
|
Date: May 9, 2024 |
|
|
|
|
|
/s/ Stanley Matuszewski |
|
|
|
|
|
|
Name: Stanley Matuszewski |
|
|
|
|
|
|
Title: Chief Financial Officer and Treasurer |
|
|
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
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61