Goldman Sachs BDC (GSBD) Announces Pricing of Unsecured Conv. Notes Offering

September 28, 2016 6:12 AM EDT

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Goldman Sachs BDC, Inc. (NYSE: GSBD) announced that it has agreed to sell in an offering of $100 million aggregate principal amount of 4.50% convertible notes due 2022 (the “Convertible Notes”). The Company has also granted the initial purchasers an option to purchase up to an additional $15 million aggregate principal amount of the Convertible Notes to cover over-allotments, if any. The Convertible Notes will be offered and sold only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) pursuant to Rule 144A under the Securities Act. The closing of the transaction is subject to customary closing conditions, and the Convertible Notes are expected to be delivered and paid for on October 3, 2016.

The Convertible Notes are unsecured and bear interest at a rate of 4.50% per year, payable semiannually. In certain circumstances, the Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 40.8397 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of the Company’s common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016. The Company will not have the right to redeem the Convertible Notes prior to maturity. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with the terms prior to such date.

The Company intends to use the net proceeds of this offering to pay down debt under its revolving credit facility.

Neither the Convertible Notes nor the common stock that may be issued upon conversion thereof has been nor will be registered under the Securities Act. Neither the Convertible Notes nor the common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.



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