v3.25.4
Organization
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization

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 subsidiaries, as the context may require) is a Delaware corporation formed on March 25, 2022 that has elected to be treated as a regulated investment company (“RIC”), and the Company expects 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 its taxable year ended December 31, 2023, 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 shares of common stock, including Class I shares (the “Shares” or “Class I shares”), Class S shares and Class D shares, each par value $0.001 per share, on a continuous basis (the “Offering”). The offering and sale of common stock is exempt from registration in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Regulation D and Regulation S thereunder, for offers and sales of securities that do not involve a public offering and for offers and sales of securities outside of the United States.

Prior to and including April 6, 2023 (the “Initial Issuance Date”), the per share purchase price for the Shares in the Offering was $25.00 per share. After the Initial Issuance Date, the purchase price per share for each class of the Company’s common stock will equal the net asset value (“NAV”) per share, as of the effective date of the applicable monthly share purchase date.

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 12.0% Series A Cumulative Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), in reliance on Regulation D under the Securities Act. The holders of the Series A Preferred Stock were subject to certain dividend, voting, liquidation and other rights. On September 28, 2023, the Company redeemed all of the issued and outstanding shares of Series A Preferred Stock and filed a Certificate of Elimination on November 3, 2023, which eliminated, removed and cancelled the Certificate of Designation related to the Series A Preferred Stock.

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.

Merger with Goldman Sachs Middle Market Lending Corp. II

On July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Goldman Sachs Middle Market Lending Corp. II (“MMLC II”) and GSAM. The Merger Agreement provided that, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), MMLC II would merge with and into the Company, with the Company continuing as the surviving company (the “Merger”). On October 14, 2025, the Company completed the Merger. For further information, see Note 14 “Merger with MMLC II”.