Goldman Sachs BDC, Inc. 8-K

What Happened
Goldman Sachs BDC, Inc. announced it entered into a Fifth Supplemental Indenture with Computershare Trust Company (successor to Wells Fargo) and issued $400,000,000 aggregate principal amount of 5.100% notes due January 28, 2029. The offering closed on January 28, 2026. The Notes pay interest semi‑annually on January 28 and July 28 (first payment July 28, 2026), are general unsecured obligations of the Company, and may be redeemed in whole or in part at the Company's option at the redemption prices set in the Indenture.

Key Details

• Principal issued: $400,000,000 of 5.100% notes due Jan 28, 2029.
• Net proceeds: approximately $392.5 million after ~$2.9M original issue discount, ~$3.2M underwriting discounts/commissions, and ~$1.5M estimated offering expenses.
• Use of proceeds: to pay down a portion of the Company’s senior secured revolving credit agreement (Truist Bank as administrative agent; Bank of America, N.A. as syndication agent) and for general corporate purposes.
• Terms and protections: notes rank as senior unsecured obligations (pari passu with other unsecured debt, subordinated to secured debt to the extent of collateral value, and structurally subordinated to subsidiaries’ debt); Indenture includes covenants such as complying with the Investment Company Act asset coverage requirement (Section 18(a)(1)(A) as modified by Section 61(a)) and a change‑of‑control repurchase provision requiring holders to be offered 100% of principal plus accrued interest on such event.

Why It Matters
This filing creates a new direct financial obligation for Goldman Sachs BDC and provides near‑term liquidity ($392.5M net) intended to reduce borrowings under its secured credit facility and support general operations. Investors should note the fixed 5.100% coupon, the unsecured senior status of the notes (meaning they rank behind secured creditors but equal to other unsecured creditors), and covenants that may affect the Company’s financial flexibility. The change‑of‑control repurchase feature and asset coverage covenant are important protections for noteholders and can influence the Company’s capital structure and refinancing options.