UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2018 (March 2, 2018)
GOLDMAN SACHS BDC, INC.
(Exact name of registrant as specified in charter)
| Delaware | 814-00998 | 46-2176593 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
| 200 West Street, New York, New York | 10282 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 902-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b– 2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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. ☐
Item 1.01 – Entry into a Material Definitive Agreement.
On March 2, 2018, Goldman Sachs BDC, Inc. (the “Company”) and The Regents of the University of California (“Cal Regents”), as members of Senior Credit Fund, LLC (the “Senior Credit Fund”), entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund (the “Amendment”) to extend the investment period for the Senior Credit Fund from March 3, 2018 to September 3, 2018.
The foregoing description is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GOLDMAN SACHS BDC, INC. (Registrant) |
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| Date: March 6, 2018 | By: |
/s/ Jonathan Lamm |
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| Name: Jonathan Lamm | ||||||
| Title: Chief Financial Officer and Treasurer | ||||||
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
OF
SENIOR CREDIT FUND, LLC
This Amendment (this “ Amendment ”) to the limited liability company agreement (as currently in effect, the “ Agreement ”) of Senior Credit Fund, LLC, a Delaware limited liability company (the “ Company ”), by and between Goldman Sachs BDC, Inc. and Regents of the University of California (collectively, the “ Members ”), is adopted as of March 3, 2018.
W I T N E S S E T H :
WHEREAS, the Members desire to amend the definition of “Investment Period” in the Agreement in accordance with the applicable provisions of the Agreement; and
WHEREAS, this Amendment has received Prior Board Approval and the approval of each Member as required pursuant to the Agreement,
NOW, THEREFORE, in consideration of the mutual agreements set forth below, and intending to be legally bound, the Members hereby agree as follows:
1. Definitions . All capitalized terms used but not defined herein shall have the respective meanings given thereto in the Agreement.
2. Amendment . The definition of “ Investment Period ” in Article 1 of the Agreement is hereby amended and restated as follows:
“ Investment Period ” means the period commencing on the Initial Closing Date and ending on September 3, 2018 unless sooner terminated as provided in Section 3.1(d).
3. Conditions Precedent . This Amendment shall become effective upon (i) the delivery to each of the Members of a written notice of the Board evidencing Prior Board Approval with respect to this Amendment and (ii) the execution of this Amendment by each of the Members.
4. Miscellaneous . The provisions of the Agreement set forth in Sections 10.5, 10.8, 10.11, 10.12, 10.13 and 10.20 are hereby incorporated into this Amendment by reference as if set forth herein. The Agreement shall remain in full force and effect in accordance with its terms, as amended by this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the Members have caused this Amendment to be executed and delivered as of the date first set forth above.
| Goldman Sachs BDC, Inc. |
| By: /s/ Jonathan Lamm |
| Name: Jonathan Lamm |
| Title: Chief Financial Officer and Treasurer |
| Regents of the University of California |
| By: /s/ Steven Sterman |
| Name: Steven Sterman |
| Title: Authorized Signatory |
[Amendment to Limited Liability Company Agreement]