A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
revolving credit facilityfinancial
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
prospectus supplementregulatory
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
preliminary prospectusregulatory
A preliminary prospectus is an early draft of the official document a company files when planning to sell shares to the public; it outlines the business, risks, how the offering will work and estimated terms but omits final price and some details. Investors use it to evaluate the opportunity and risks—like reading a menu draft before a restaurant opens—because it signals intent, reveals important red flags, and helps assess whether the eventual offering fits their investment goals.
shelf registration statementregulatory
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
free writing prospectusregulatory
A free writing prospectus is any written communication about a public securities offering that supplements the formal registration document and is delivered to potential investors without being filed in full in the official registration statement. It matters because it can include up-to-the-minute details, risks, or projections that affect how investors value the offering—think of it as a real-time update or flyer that adds important context beyond the static, formal brochure.
joint book-running managersfinancial
Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.
co-managersfinancial
Co-managers are individuals or entities that share responsibility for overseeing and managing an investment or financial fund. They work together to make decisions about buying or selling assets, much like a team of leaders guiding a shared project. This collaborative approach can help ensure diverse expertise and perspectives, which may benefit investors by potentially improving the fund’s performance and risk management.
NEW YORK--(BUSINESS WIRE)--
Goldman Sachs BDC, Inc. (the “Company”) (NYSE: GSBD) announced today that it has priced an offering of $400 million aggregate principal amount of 5.100% notes due 2029 (the “Notes”). The Notes will mature on January 28, 2029 and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make-whole” premium, if applicable.
The Company intends to use the net proceeds of this offering to pay down debt under its revolving credit facility and for general corporate purposes.
The offering is subject to customary closing conditions, and the Notes are expected to be delivered on or about January 28, 2026.
SMBC Nikko Securities America, Inc., BofA Securities America, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc., Truist Securities, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., ING Financial Markets LLC, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers for this offering. ICBC Standard Bank Plc, R. Seelaus & Co., LLC, Raymond James & Associates, Inc., Wells Fargo Securities, LLC and Academy Securities, Inc. are acting as co-managers for this offering.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The pricing term sheet dated January 21, 2026, the preliminary prospectus supplement dated January 21, 2026, the accompanying prospectus dated September 29, 2023, each of which has been filed with the Securities and Exchange Commission (the “SEC”), any related free writing prospectus and any information incorporated by reference in each, contain this and other information about the Company and should be read carefully before investing.
The information in the pricing term sheet, preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
A shelf registration statement relating to these securities is on file with the SEC and effective. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from SMBC Nikko Securities America, Inc. at 1-888-868-6856, or by email at prospectus@smbcnikko-si.com; BofA Securities, Inc. at 1-800-294-1322, or email: dg.prospectus_requests@bofa.com; HSBC Securities (USA) Inc. toll-free at 1-866-811-8049 or by email at tmg.americas@us.hsbc.com; MUFG Securities Americas Inc. toll-free at 1-877-649-6848; or Truist Securities, Inc. 740 Battery Avenue SE, 3rd Floor, Atlanta GA, 30339, Attn: Prospectus Department or toll-free at 1-800-685-4786 or TruistSecurities.prospectus@Truist.com.
ABOUT GOLDMAN SACHS BDC, INC.
Goldman Sachs BDC, Inc. is a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Company was formed by The Goldman Sachs Group, Inc. (“Goldman Sachs”) to invest primarily in middle-market companies in the United States, and is externally managed by Goldman Sachs Asset Management, L.P., an SEC-registered investment adviser and a wholly-owned subsidiary of Goldman Sachs. The Company seeks to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. These statements include the possible sale of the Notes and expected terms. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside of the Company’s control. There are likely to be events in the future, however, that we are not able to predict accurately or control. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, market conditions and the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the SEC, including in our most recent annual report on Form 10-K, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
