Goldman Sachs BDC (GSBD) Reports Offering of Unsecured Convertible Notes

September 27, 2016 4:18 PM EDT

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Goldman Sachs BDC, Inc. (the “Company”) (NYSE: GSBD) announced today that it plans to conduct an offering of up to $100 million aggregate principal amount of convertible notes due 2022 (the “Convertible Notes”). The Company also plans to grant 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 Convertible Notes are expected to be unsecured, to pay interest semiannually and to be convertible under specified circumstances based on a to-be-determined conversion rate. Upon conversion, the Company would pay or deliver, subject to the terms of the indenture governing the Convertible Notes, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company is not expected to have the right to redeem the Convertible Notes prior to maturity. The Convertible Notes are expected to mature in April 2022, unless repurchased or converted in accordance with the terms prior to such date. The interest rate, conversion rate and other financial terms of the Convertible Notes will be determined by negotiations between the Company and the initial purchasers.

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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