UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 3, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 8.01 – Other Events.
On May 3, 2018, the Goldman Sachs BDC, Inc. (the “Company”) issued a press release announcing that it has filed a preliminary proxy statement containing a unanimous recommendation by its board of directors to approve a proposal that would permit the Company to reduce the asset coverage requirements applicable to the Company under the Investment Company Act of 1940, as amended, from 200% to 150%. If the proposal is approved, the Company’s investment advisor, Goldman Sachs Asset Management, L.P. (“GSAM”), and the Company will reduce the base management fee payable to GSAM from 1.5% of average gross assets to 1.0% of average gross assets beginning immediately upon receipt of stockholder approval. The text of the press release is included as Exhibit 99.1 to this Form8-K.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number | Description | |
| 99.1 | Press Release of Goldman Sachs BDC, Inc., dated May 3, 2018 | |
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.
GOLDMAN SACHS BDC, INC. (Registrant) | ||||||
| Date: May 3, 2018 | By: | /s/ Jonathan Lamm | ||||
| Name: Jonathan Lamm | ||||||
| Title: Chief Financial Officer and Treasurer | ||||||
