Goldman Sachs BDC Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
GSBD$8.64-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-28.
0000950170-24-022198
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0000950170-25-029231
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 140 previous paragraphs and 146 current paragraphs.
92 unchanged; 39 reworded; 14 added; 7 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Interest income from investments decreased from $416.99 million for the year ended December 31, 2023 to $378.11 million for the year ended December 31, 2024, primarily due to placing investments on non-accrual status as a result of underperformance, the increase in the number of investments earning PIK income, as well as a decline in base interest rates.
Current report
For the year ended December 31, 2024, net realized losses were primarily driven by our investments in five portfolio companies. In the fourth quarter of 2024, the sale of Hollander Intermediate LLC (dba Bedding Acquisition, LLC) resulted in a realized loss of $22.33 million. In the third quarter of 2024, the restructuring of the first lien debt investments in Pluralsight, Inc. and the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.) resulted in a realized loss of $43.25 million and $41.23 million, respectively. In the second quarter of 2024, the restructuring of the first lien debt investments in Thrasio, LLC resulted in a realized loss of $26.51 million. In the first quarter of 2024, the restructuring of the first lien debt investments in Sweep Purchaser LLC resulted in a realized loss of $17.49 million.
Current report
Formerly known as Picture Head Midco LLC.
Current report
Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc., Wine.com, Inc. and Streamland Media Midco LLC (formerly known as Picture Head Midco LLC), partially offset by the reversal of unrealized depreciation in connection with the aforementioned sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.), in addition to the restructuring of investments in Thrasio, LLC and Sweep Purchaser LLC.
Current report
For the year ended December 31, 2024, we issued and sold the following shares of common stock through ATM offerings:
Current report
On February 10, 2025, we paid to Computershare Trust Company, National Association, for the benefit of the holders of the 2025 Notes, the aggregate principal amount outstanding of $360.00 million, plus accrued and unpaid interest, in full satisfaction of our obligations under the 2025 Notes.
Current report
2027 Notes
Current report
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Current report
Non-Accrual Investments, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimate should be read in connection with our risk factors listed under “Risk Factors” in this report.
Current report
Fair Value Measurement of Investments
Current report
Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market and as such their fair values are determined using valuation techniques, primarily discounted cash flows, market multiples, and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations and any change in these valuations on the consolidated financial statements. For further details of our investments and fair value measurement accounting policy, see Note 2 “Significant Accounting Policies—Investments” and Note 5 “Fair Value Measurement.”
Current report
On February 7, 2025, we borrowed $360.00 million under the Revolving Credit Facility. The proceeds, together with cash on hand, were used to repay the 2025 Notes, as described below.
Current report
On February 10, 2025, we paid to Computershare Trust Company, National Association, for the benefit of the holders of the 2025 Notes, the aggregate principal amount outstanding of $360.00 million, plus accrued and unpaid interest, in full satisfaction of our obligations under the 2025 Notes.
Current report
On and effective February 27, 2025, we entered into a Third Amended and Restated Investment Management Agreement (the “Third Amended and Restated IMA”) with our Investment Adviser. The Third Amended and Restated IMA amends and restates, in its entirety, the Investment Management Agreement to change the amount of the Incentive Fee based on income from 20.0% of Ordinary Income that exceeds the Catch-up Amount to (A) 20.0% for the periods through December 31, 2024 and (B) 17.5% for the periods after December 31, 2024. As a result, the Catch-up Amount will be equal to a quarterly rate of 2.1875% for the periods through December 31, 2024 and 2.12% for the periods after December 31, 2024. The Third Amended and Restated IMA also changed the Incentive Fee Cap from 20.0% to (A) 20% for the periods through December 31, 2024 and (B)17.5% for the periods after December 31, 2024. In addition, the Third Amended and Restated IMA changed the amount of the Incentive Fee based on capital gains from 20% to 17.5%. See “Part II, Item 9B. Other Information” for additional information.
Removed paragraphs (7)
Previous report
Replacement of Interbank Offered Rates (IBORs) Including the London Interbank Offered Rate (“LIBOR”):
Previous report
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 January 1, 2022, our new investments have generally been indexed to SOFR. As of December 31, 2023, we have facilitated an orderly transition of our investments and our Revolving Credit Facility (as defined below) to SOFR or to alternative risk-free reference rates.
Previous report
Interest income from investments increased from $330.89 million for the year ended December 31, 2022 to $416.99 million for the year ended December 31, 2023. The increase is primarily driven by the increase in rising base interest rates on our variable rate investments. Included in interest income is accelerated accretion of upfront loan origination fees and unamortized discounts of $12.54 million for the year ended December 31, 2022, and $14.83 million for the year ended December 31, 2023.
Previous report
Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2022 was primarily driven by the increase in market volatility and widening credit spreads and the financial underperformance of National Spine and Pain Centers, LLC and Zep Inc.
Previous report
Convertible Notes
Previous report
On October 3, 2016, we closed an offering of $115.00 million aggregate principal amount of 4.50% unsecured convertible notes, which included $15.00 million aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option (the “Initial Convertible Notes”). On July 2, 2018, we closed an offering of $40.00 million in additional aggregate principal amount (the “Additional Convertible Notes” and, together with the Initial Convertible Notes, the “Convertible Notes”). The Additional Convertible Notes had identical terms and were fungible with and part of the Initial Convertible Notes. The Convertible Notes bore interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year. The Convertible Notes matured and were fully repaid on April 1, 2022 in accordance with their terms, using proceeds from the Revolving Credit Facility. For further details, see Note 6 “Debt—Convertible Notes” to our consolidated financial statements included in this report.
Previous report
CRITICAL ACCOUNTING POLICIES
Reworded paragraphs (39)
Previous wording
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, we have elected 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, 2013. From our formation in 2012 through December 31, 2023, we originated approximately $7.33 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Current wording
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, we have elected 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, 2013. From our formation in 2012 through December 31, 2024, we originated approximately $8.68 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Previous wording
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion.
Current wording
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities of three to ten years and investment size ranges from $10 million to $75 million or above.
Previous wording
For a discussion of the competitive landscape we face, please see“Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and“Item 1. Business—Competitive Advantages.”
Current wording
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.”
Previous wording
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
Current wording
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
Previous wording
fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm);
Current wording
fees and expenses associated with calculating our net asset value (“NAV”) (including the costs and expenses of any independent valuation firm);
Previous wording
the cost of preparing stock certificates, including clerical expenses of issue, redemption or repurchase of our shares;
Current wording
the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our shares;
Previous wording
Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 3.75% Notes due 2025 (the “2025 Notes”), and our 2.875% Notes due 2026 (the “2026 Notes”) 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” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are 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).
Current wording
Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 3.75% Notes due 2025 (the “2025 Notes”), our 2.875% Notes due 2026 (the “2026 Notes”) and our 6.375% Notes due 2027 (the “2027 Notes”) 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” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are 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).
Previous wording
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value. This calculation excludes exit fees that are receivable upon repayment of certain loan investments.
Current wording
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.
Previous wording
Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.
Current wording
Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.
Previous wording
As of December 31, 2023, the total portfolio weighted average yield measured at amortized cost and fair value was 11.8% and 13.2%, as compared to 11.0% and 12.1% as of December 31, 2022. The increase in the weighted average yield at fair value was primarily driven by the rising interest rates. Within First Lien/Senior Secured Debt, the increase in weighted average yield at fair value was also driven by financial underperformance of certain investments. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at cost and fair value was primarily driven by the recapitalization of our investment in Zep Inc. Within Unsecured Debt, the increase in weighted average yield at cost and the decrease in weighted average yield at fair value were primarily driven by the recapitalization of our investment in Wine.com.
Current wording
As of December 31, 2024, the total portfolio weighted average yield measured at amortized cost and fair value was 10.1% and 13.2%, as compared to 11.8% and 13.2% as of December 31, 2023. The decrease in the total portfolio weighted average yield at amortized cost was primarily due to a decline in interest rates. Within First Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was driven by (i) a decline in interest rates and (ii) placing Lithium Technologies, Inc. on non-accrual status. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield at amortized cost and fair value was primarily driven by a decline in interest rates. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at amortized cost and fair value was primarily driven by the restoration of MPI Engineering Technologies, LLC to accrual status. Within Unsecured Debt, the decrease in weighted average yield at amortized cost and fair value was primarily driven by (i) placing Wine.com on non-accrual status and (ii) the sale of Zodiac Intermediate, LLC (dba Zipari), a first lien debt investment, to mPulse Mobile, Inc. (dba Zipari Inc.), a non-income producing security.
Previous wording
Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.
Current wording
Measured on a fair value basis. Excludes investments, if any, placed on non-accrual status.
Previous wording
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual). Excludes the Purchase Discount and amortization related to the Merger.
Current wording
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual status). Excludes the Purchase Discount and amortization related to the Merger.
Previous wording
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 December 31, 2023 and December 31, 2022, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 42.9% and 41.8% of total debt investments.
Current wording
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 December 31, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 20.5% and 42.9% of total debt investments.
Previous wording
The increase in investments with a grade 1 investment performance rating was driven by investments with an aggregate fair value of $46.81 million being upgraded from grade 2 due to potential exits. The increase in investments with a grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $73.60 million being downgraded from grade 2 and grade 3 due to financial underperformance, partially offset by the exit of investments with an aggregate fair value of $7.92 million. The increase in investments with a grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of $160.85 million being downgraded from grade 2 due to financial underperformance, partially offset by the exit of an investment with a fair value of $8.47 million.
Current wording
The decrease in investments with a Grade 1 investment performance rating was driven by the exit of investments with an aggregate fair value of $46.81 million. The decrease in investments with a Grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of $32.51 million being upgraded from a Grade 3 investment performance rating to a Grade 2 investment performance rating due to improved performance, an investment with a fair value of $34.27 million being downgraded from a Grade 3 investment performance rating to a Grade 4 investment performance rating due to financial underperformance, as well as the sale of an investment with a fair value of $33.00 million. The decrease in investments with a Grade 4 investment performance rating was primarily driven by the restructuring of investments with an aggregate fair value of $58.80 million, partially offset by an investment with an aggregate fair value of $34.27 million being downgraded from a Grade 3 investment performance rating to Grade 4 investment performance rating, as mentioned above.
Previous wording
The following table shows the amortized cost of our performing and non-accrual investments:
Current wording
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
Previous wording
New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.
Current wording
New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial closing. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.
Previous wording
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
Current wording
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are on non-accrual status. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
Previous wording
Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
Current wording
Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
Previous wording
Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual.
Current wording
Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual status.
Previous wording
Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.
Current wording
Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.
Previous wording
PIK income from investments increased from $21.22 million for the year ended December 31, 2022 to $33.87 million for the year ended December 31, 2023. The increase was due to the increase in the number of investments earning PIK income.
Current wording
PIK income from investments increased from $33.87 million for the year ended December 31, 2023 to $50.43 million for the year ended December 31, 2024. The increase was due to the increase in the number of investments earning PIK income.
Previous wording
Interest and other debt expenses increased from $79.46 million for the year ended December 31, 2022 to $111.30 million for the year ended December 31, 2023. The increase is primarily driven by the rising base interest rates on our Revolving Credit Facility.
Current wording
Interest and other debt expenses increased from $111.30 million for the year ended December 31, 2023 to $113.72 million for the year ended December 31, 2024. The increase was primarily driven by higher amortization of debt issuance costs due to the issuance of the 2027 Notes.
Previous wording
Incentive fees increased from $12.02 million for the year ended December 31, 2022 to $49.42 million for the year ended December 31, 2023. The increase is primarily driven by the performance of the investment portfolio for the twelve quarters ended December 31, 2023 as compared to the twelve quarters ended December 31, 2022. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
Current wording
Incentive fees decreased from $49.42 million for the year ended December 31, 2023 to $17.21 million for the year ended December 31, 2024. The decrease was driven by the performance of the investment portfolio for the twelve quarters ended December 31, 2024 as compared to the twelve quarters ended December 31, 2023. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
Previous wording
For the year ended December 31, 2023, our Investment Adviser voluntarily waived incentive fees by $1.99 million and management fees by $0.00. For the year ended December 31, 2022, our Investment Adviser voluntarily waived incentive fees by $11.38 million and management fees by $0.34 million. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
Current wording
For the year ended December 31, 2023, our Investment Adviser voluntarily waived Incentive fees of $1.99 million and Management fees of $0.00 million. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
Previous wording
For the year ended December 31, 2023, net realized losses were primarily driven by the exit of our investments in two portfolio companies. In February 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $36.26 million. In December 2023, we fully exited our common stock investment in Bolttech Mannings, Inc., which resulted in a realized loss of $22.37 million.
Current wording
For the year ended December 31, 2023, net realized losses were primarily driven by the exit of our investments in two portfolio companies. In the first quarter of 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $36.26 million. In the fourth quarter of 2023, we fully exited our common stock investment in Bolttech Mannings, Inc., which resulted in a realized loss of $22.37 million.
Previous wording
For the year ended December 31, 2022, Other, net includes gross unrealized appreciation of $2.18 million and gross unrealized depreciation of $(92.69) million.
Current wording
For the year ended December 31, 2024, Other, net includes gross unrealized appreciation of $33.36 million and gross unrealized depreciation of $(23.92) million.
Previous wording
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 our existing credit facilities, as discussed below, 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 December 31, 2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 187% and 174%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
Current wording
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 our existing credit facilities, as discussed below, 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 December 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 181% and 187%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
Previous wording
On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among us, GSAM and Truist.
Current wording
We may, from time to time, issue and sell shares of our common stock through public or at-the-market (“ATM”) offerings. On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among us, GSAM and Truist Securities, Inc. (“Truist”).
Previous wording
For further details regarding the 2022 Equity Distribution Agreements and the 2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.
Current wording
For further details regarding the 2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.
Previous wording
In November 2021, our Board of Directors approved and authorized a common stock repurchase plan (the “2022 10b5-1 Plan”), which provided for us to repurchase up to $75.00 million of shares of our common stock if our common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. The 2022 10b5-1 Plan became effective on August 17, 2022, commenced on September 16, 2022 and expired on August 17, 2023. The 2022 10b5-1 Plan was temporarily suspended in accordance with its terms in connection with the March Offering on March 1, 2023 and remained suspended until its termination on August 17, 2023. For the year ended December 31, 2023, we did not repurchase any of our common stock pursuant to the 2022 10b5-1 Plan or otherwise.
Current wording
In November 2021, our Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the “2022 10b5-1 Plan”), which provided for us to repurchase up to $75.00 million of shares of our common stock if our common stock traded below the most recently announced quarter-end NAV per share, subject to certain limitations. The 2022 10b5-1 Plan became effective on August 17, 2022, commenced on September 16, 2022 and expired on August 17, 2023. The 2022 10b5-1 Plan was temporarily suspended in accordance with its terms in connection with the March Offering on March 1, 2023 and remained suspended until its termination on August 17, 2023.
Previous wording
We have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by our Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if our 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. Due to regulatory considerations, GS Group Inc. has opted out of the DRIP, and GS & Co. had also opted out of the DRIP in respect of any shares of our common stock acquired through the 2022 10b5-1 Plan.
Current wording
We have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by our Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if our 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. Due to regulatory considerations, GS Group Inc. has opted out of the DRIP, and GS & Co. had also opted out of the DRIP in respect of any shares of our common stock acquired through any 10b5-1 plan.
Previous wording
We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2023, we had outstanding borrowings denominated in USD of $890.67 million, in Euros (EUR) of 37.70 million, in British Pounds (GBP) of 26.00 million and Canadian Dollar (CAD) of 9.02 million.
Current wording
We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2024, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $626.67 million, in Euros ("EUR") of EUR of 10.50 million, in Great British Pounds ("GBP") of GBP 18.95 million, Canadian Dollars ("CAD") of CAD 8.52 million and Australian Dollars ("AUD") of AUD 12.00 million.
Previous wording
On September 19, 2013, we entered into a senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
Current wording
On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
Previous wording
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either (i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spread or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread. 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. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on October 18, 2028. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders will mature, and all accrued and unpaid interest will be due and payable, on May 5, 2027.
Current wording
Borrowings 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 (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spread or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple Sterling Overnight Index Average (“SONIA”) plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, (i) in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread, and (ii) in the case of borrowings denominated in Canadian Dollars only, an additional 0.29547% (one-month interest period) or an additional 0.32138% (three-month interest period) credit adjustment spread. 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. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on October 18, 2028. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders will mature, and all accrued and unpaid interest will be due and payable, on May 5, 2027.
Previous wording
On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.
Current wording
On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.
Previous wording
On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.75% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on February 10 and August 10 of each year, commencing on August 10, 2020. The 2025 Notes will mature on February 10, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.
Current wording
On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2027 Notes” to our consolidated financial statements included in this report.
Previous wording
Subject to applicable provisions of the Investment Company Act and applicable 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.
Current wording
Subject to applicable provisions of the Investment Company Act and applicable 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 relief from CFTC registration and regulation as a commodity pool operator pursuant to 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.
Previous wording
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.
Current wording
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,
Previous wording
On February 21, 2024, our Board of Directors declared a quarterly distribution of $0.45 per share payable on April 26, 2024 to holders of record as of March 28, 2024.
Current wording
On February 26, 2025, the Board of Directors declared a (i) quarterly distribution of $0.32 per share (the “Base Dividend”) and (ii) special distribution of $0.16 per share (the “Special Dividend”), each payable on or about April 28, 2025 to holders of record as of March 31, 2025. The Board of Directors also authorized a future Special Dividend for each of the second quarter of 2025 and third quarter of 2025. In addition, the Board authorized future quarterly supplemental distributions in the amount of at least 50% of our net investment income in excess of the amount of the Base Dividend, to the extent there is sufficient net investment income.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.75% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The 2025 Notes bore interest at a rate of 3.75% per year, payable semi-annually in arrears on February 10 and August 10 of each year. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the year ended December 31, 2022, net realized losses were primarily driven by the exit of our investments in two portfolio companies. In December 2022, we fully exited our second lien debt investment in Bolttech Mannings, Inc., which resulted in a realized loss of $14.41 million. In April 2022, we fully exited our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene), which resulted in a realized loss of $4.54 million.
Previous report — wording carried elsewhere
We may from time to time issue and sell shares of our common stock through public or at-the-market ("ATM”) offerings. On May 26, 2022, we entered into (i) an equity distribution agreement by and among us, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among us, GSAM and SMBC Nikko Securities America, Inc (“SMBC”). The equity distribution agreements with Truist and SMBC described in the preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and effective August 1, 2023, we terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.