Goldman Sachs Private Credit Corp. 8-K

What Happened

• Goldman Sachs Private Credit Corp. filed an 8‑K on February 23, 2026 to report the closing of a notes offering that raised approximately $1,077.9 million net proceeds. The company issued $700 million aggregate principal of 5.050% notes due February 23, 2028 and $400 million aggregate principal of 5.875% notes due January 31, 2031.
• The 2031 notes were issued as additional notes to an earlier $500 million series (identical terms other than issue date/price); the new 2031 notes were sold at 98.386% of face plus accrued interest (effective yield 6.252%). Interest on the 2028 notes is payable semi‑annually (Feb 23 / Aug 23), and on the 2031 notes semi‑annually (Jan 31 / Jul 31). The offering was made to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S.

Key Details

• Total principal issued: $1.1 billion (2028 notes $700M; 2031 notes $400M). Offering closed on February 23, 2026.
• Coupon and maturities: 5.050% due Feb 23, 2028; 5.875% due Jan 31, 2031 (2031 notes effective yield 6.252% based on issue price).
• Net proceeds: approximately $1,077.9 million, to be used to repay a portion of outstanding credit facility indebtedness and for general corporate purposes.
• Terms: Notes are general unsecured obligations, rank pari passu with other unsecured indebtedness, are effectively junior to secured debt and structurally junior to subsidiary indebtedness; indentures include customary covenants (including asset coverage language under the Investment Company Act) and change‑of‑control repurchase provisions. Registration Rights Agreements with BofA require the company to file for an exchange offer or a resale shelf registration; failure to meet deadlines can trigger additional interest payments.

Why It Matters

• The offering increases the company’s unsecured debt and provides cash to reduce amounts outstanding under its credit facilities, which can change interest costs and maturity profile.
• Investors should note the notes’ ranking (unsecured and structurally junior to subsidiary debt) and the covenants/registration rights that could affect liquidity or lead to additional interest if registration obligations are not met.
• These are institutional offerings (Rule 144A/Reg S) with registration rights rather than a registered public issuance today; future exchange offers or shelf registration will determine the notes’ broader marketability.