Goldman Sachs BDC, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 15, 2018. The filing details the entry into a material definitive agreement regarding investment management fees and reports on the results of the Company's Annual Meeting of Stockholders held on the same date.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period. The primary financial disclosure relates to the structure of the management fee:
- Management Fee Rate: Reduced from an annual rate of 1.50% (0.375% per quarter) to an annual rate of 1.00% (0.25% per quarter) effective June 15, 2018.
- Fee Basis: Calculated on the average value of the Company's gross assets (excluding cash or cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters.
Material Changes
The most significant change reported is the execution of the Second Amended and Restated Investment Management Agreement with Goldman Sachs Asset Management, L.P. This agreement lowers the ongoing management fee expense for the Company. Additionally, stockholders approved a change in leverage capacity by ratifying the application of reduced asset coverage requirements under the Investment Company Act of 1940, permitting the Company to double its maximum permitted leverage by reducing the asset coverage requirement from 200% to 150%.
Outlook, Risks, and Unusual Items
Stockholder Voting Results:
- Proposal 1 (Director Election): Susan B. McGee was elected as the Class I director with 14,486,008 votes for and 347,456 votes against.
- Proposal 2 (Auditor Ratification): PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm with 30,400,775 votes for and 240,380 votes against.
- Proposal 3 (Leverage Increase): Stockholders approved the reduced asset coverage requirements with 14,052,604 votes for and 661,566 votes against.
Adjourned Special Meeting: A special meeting originally scheduled for June 15, 2018, to consider authorizing the issuance of shares below net asset value (NAV) was adjourned to July 13, 2018. The Company failed to obtain a quorum at the original meeting date. Until a quorum is obtained, the matter cannot be voted upon.
Investor Verification Checklist
- Verify the effective date and specific terms of the reduced 1.00% management fee in the Second Amended and Restated Investment Management Agreement (Exhibit 10.1).
- Monitor the status of the adjourned special meeting scheduled for July 13, 2018, regarding the authorization to issue shares below NAV.
- Confirm the impact of the approved 150% asset coverage requirement on the Company's future leverage capacity and risk profile.
- Review the full proxy statement filed on May 23, 2018, for detailed context on the director election and auditor ratification.