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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/29/13 Goldman Sachs BDC, Inc. N-2 2:2.2M Fried Fr… Jacobson/NY/FA |
Document/Exhibit Description Pages Size
1: N-2 Registration Statement by a Closed-End Investment HTML 1.34M
Company
2: EX-99.1 Miscellaneous Exhibit HTML 6K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | The Volcker Rule may impact how we operate our business | ||||
| " | The lack of liquidity in our investments may adversely affect our business | ||||
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X
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRE-EFFECTIVE AMENDMENT NO.
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POST-EFFECTIVE AMENDMENT NO.
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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¨
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when declared effective pursuant to section 8(c).
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Title of Securities Being Registered
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Proposed Maximum Aggregate Offering Price(1)
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Amount of Registration Fee(2)
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Common Stock, $0.001 par value per share
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$100,000,000
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$13,640.00
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(1)
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Includes the underwriters’ over-allotment option.
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(2)
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Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee.
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Per Share
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions
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$
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$
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Proceeds, before expenses, to us(1)
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$
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$
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(1)
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We estimate that we will incur offering expenses of approximately $ , or approximately $ per share, in connection with this offering.
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| SUMMARY | 1 |
| THE OFFERING | 8 |
| FEES AND EXPENSES | 12 |
| SELECTED FINANCIAL AND OTHER INFORMATION | 15 |
| RISK FACTORS | 16 |
| POTENTIAL CONFLICTS OF INTEREST | 40 |
| FORWARD-LOOKING STATEMENTS | 48 |
| USE OF PROCEEDS | 50 |
| DISTRIBUTIONS | 51 |
| CAPITALIZATION | 52 |
| DILUTION | 53 |
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 54 |
| SENIOR SECURITIES | 62 |
| BUSINESS | 63 |
| PORTFOLIO COMPANIES | 73 |
| MANAGEMENT | 75 |
| RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS | 87 |
| CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS | 89 |
| DETERMINATION OF NET ASSET VALUE | 91 |
| DESCRIPTION OF CAPITAL STOCK | 93 |
| SHARES ELIGIBLE FOR FUTURE SALE | 100 |
| REGULATION | 101 |
| U.S. FEDERAL INCOME TAX CONSIDERATIONS | 107 |
| CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT | 117 |
| PORTFOLIO TRANSACTIONS AND BROKERAGE | 118 |
| UNDERWRITING | 119 |
| LEGAL MATTERS | 123 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 123 |
| ADDITIONAL INFORMATION | 117 |
| INDEX TO FINANCIAL STATEMENTS | F-1 |
| GSAM PROXY VOTING GUIDELINES SUMMARY | A-1 |
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“Company,” “we,” “us” or “our” refer to Goldman Sachs BDC, Inc., or for periods prior to the Conversion (as defined below), Goldman Sachs Liberty Harbor Capital, LLC (See “—Formation Transactions”);
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Loans to middle-market companies are typically illiquid and unrated. Stakeholders in banks, including their shareholders, lenders and regulators, continue to exert pressure to contain the amount of illiquid, unrated assets held on bank balance sheets. Examples of this include moves to codify the BASEL III accords in the U.S., which increase the regulatory capital charge for lower rated and unrated assets in most instances, and continued investor focus on the amount of illiquid assets whose fair value cannot be determined by using observable measures, or “Level 3 assets,” held on bank balance sheets. As a result, GSAM believes that banks have reduced their lending to middle-market companies.
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Consolidation of regional banks into money center banks has reduced the focus on middle-market lending. Money center banks traditionally focus on lending and providing other services to large corporate clients to whom they can deploy larger amounts of capital more efficiently. GSAM believes that this has resulted in fewer bank lenders to the U.S. middle-market and the reduced availability of debt capital to the companies we target.
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In GSAM’s experience, the so-called “shadow banking sector” (which GSAM believes is comprised of hedge funds, mezzanine funds, private equity funds, structured vehicles and similar entities) has struggled since the 2008 financial crisis to attract investor interest in long-term capital commitments of the nature required to allow the managers of these vehicles to purchase illiquid assets such as middle-market loans. As a result, GSAM believes the amount of capital in the “shadow banking sector” for lending to the U.S. middle-market is significantly smaller than it was prior to the 2008 financial crisis.
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While public bond markets have been extremely robust in recent years, middle-market companies are rarely able to issue bonds in this market as the purchasers of public bonds are highly focused on liquidity. For example, asset managers are a significant buyer of public bonds. However, asset managers often have clients that expect to be able to liquidate their investment on very short notice. Accordingly, the existence of an active secondary market for the bonds is an important consideration in the decision to purchase the bonds. Typically, there is no active secondary market for the debt of U.S. middle-market companies.
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The reduced availability of credit to middle-market companies typically results in an increased interest rate, or pricing, of loans for middle-market lenders. In addition, recent loans to middle-
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We are a relatively new company and have a limited operating history.
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Our operation as a BDC will impose numerous constraints on us and significantly reduce our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.
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We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under Subchapter M of the Code, which would have a material adverse effect on our financial performance.
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We will be dependent upon management personnel of our investment adviser for our future success.
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Our investment adviser and its management have no prior experience managing a BDC.
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Our ability to grow depends on our ability to raise additional capital.
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We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.
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We operate in a highly competitive market for investment opportunities.
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Potential conflicts of interest could impact our investment returns.
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Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.
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Our investment adviser can resign on 60 days’ notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
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Our ability to enter into transactions with our affiliates is restricted.
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We will be exposed to risks associated with changes in interest rates.
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Our activities may be limited as a result of being controlled by a bank holding company.
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Our investments are very risky and highly speculative.
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Our debt investments may be risky and we could lose all or part of our investment.
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Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would reduce our NAV.
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We may initially invest a portion of the net proceeds of this offering primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on our intended investment program.
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Investing in our common stock involves an above average degree of risk.
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Non-U.S. stockholders may be subject to withholding of U.S. federal income tax on dividends we pay.
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Common stock offered by us
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shares, excluding shares of common stock issuable pursuant to the over-allotment option granted to the underwriters.
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Common stock to be outstanding after this offering
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shares, excluding shares of common stock issuable pursuant to the over-allotment option granted to the underwriters.
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Use of proceeds
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We expect to use proceeds from the closing of this offering to make investments consistent with our investment objectives, to repay a portion of our outstanding debt and for offering expenses and general corporate purposes. See “Use of Proceeds.”
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Regulatory and tax status
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We are a BDC under the Investment Company Act. We intend to elect to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ending on December 31, 2013. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders as dividends. To obtain and maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our “investment company taxable income” as defined by the Code, which generally includes net ordinary income and net short-term capital gains in excess of net long-term capital losses, for each taxable year. See “Distributions” and “U.S. Federal Income Tax Considerations.”
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Distributions
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We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. The quarterly distributions, if any, will be determined by our Board of Directors. The amount of any such distribution will be proportionately reduced to reflect the number of days remaining in the quarter after the completion of the initial offering. All dividends and distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare such an initial distribution or distributions in future periods.
We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. See “Distributions.”
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Listing
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We intend to apply to list our common stock on under the symbol “ .”
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Fees and expenses
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We pay our investment adviser a base management fee at an annual rate of 1.50% of our average gross assets at the end of each of the two most recently completed calendar quarters (excluding cash and cash equivalents, but including assets purchased with borrowed amounts).
We also pay our investment adviser an incentive fee based on our performance. It consists of two parts, one based on income and the other based on capital gains, with both being subject to a hurdle amount based on our net asset value.
The portion of the Incentive Fee based on income will be determined and paid quarterly by reference to our aggregate net investment income, as adjusted, from the current calendar quarter and the three preceding calendar quarters (the “Trailing Four Quarters”), or, in the case of our first three quarters, the appropriate portion thereof. The Incentive Fee based on income is based on the amount by which (A) aggregate net investment income in respect of the relevant Trailing Four Quarters (the “Ordinary Income”) less the amount of any Net Capital Loss (as defined below) in respect of such Trailing Four Quarters (the Ordinary Income as adjusted, the “Adjusted Ordinary Income”) exceeds (B) the hurdle amount for such Trailing Four Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Four Quarters is referred to as the “Excess Income Amount.” For the avoidance of
doubt, net investment income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee paid.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
“Net Capital Gain” in respect of a particular period means the difference, if positive, between (i) aggregate capital gains, whether realized or unrealized, in such period and (ii) aggregate capital losses, whether realized or unrealized, in such period.
The Incentive Fee based on income for a particular quarter will equal 100% of the Trailing Four Quarters’ Excess Income Amount until the cumulative Incentive Fee for the quarter equals 20% of such Trailing Four Quarters’ Adjusted Ordinary Income, which will be achieved once our Adjusted Ordinary Income equals an annualized hurdle rate of 8.75% of our net asset value at the beginning of each quarter comprising the relevant Trailing Four Quarters. Thereafter, the Incentive Fee based on income for such quarter equals 20% of the Trailing Four Quarters’ remaining Excess Income Amount. The amount of the Incentive Fee based on income that will be paid to our investment adviser for a particular quarter will equal the excess of the Incentive Fee so calculated less the aggregate Incentive Fees based on income
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that were paid in the preceding three calendar quarters comprising the relevant Trailing Four Quarters.
The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each period beginning on January 1 of each calendar year and ending on December 31 of the calendar year or, in the case of our first and last year, the appropriate portion thereof (each, an “Annual Period”), we will pay our investment adviser an Incentive Fee equal to (A) 20% of the difference, if positive, of the sum of our aggregate realized capital gains, if any, computed net of our aggregate realized capital losses, if any, and our aggregate unrealized capital depreciation, if any, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to our investment adviser from April 1, 2013. For the avoidance of doubt, unrealized capital gains are excluded from the calculation
in clause (A), above.
Notwithstanding the foregoing, the portion of the Incentive Fee based on capital gains for each Annual Period will be limited to the amount, if any, by which (x) the Ordinary Income (reduced for this purpose by the Incentive Fee based on income in respect of such period, if any) plus the Net Capital Gain or minus the Net Capital Loss (as applicable) in respect of such period exceeds (y) the hurdle amount in respect of such period.
See “Fees and Expenses” and “Management—Investment Management Agreement.”
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Leverage
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We expect from time to time to borrow funds to make additional investments. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we will only be allowed to borrow amounts such that our asset coverage, as defined in the Investment Company Act, equals at least 200% after such borrowing. In connection with certain trading practices and investments, we will, consistent with applicable SEC staff guidance and interpretations, segregate or earmark liquid assets, in an amount at least equal to our exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the SEC), or enter into an offsetting position. The amount of leverage that we employ will depend on our investment adviser’s and our Board of Directors’ assessment of market conditions and other factors at the
time of any proposed borrowing. Additionally, we will be able to incur additional leverage if we are able to exclude the debt of any SBIC subsidiary we may form in the future from the leverage requirements otherwise applicable to BDCs.
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Trading at a discount
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Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their NAV. We are not generally able to issue and sell our common stock at a price below our NAV per share unless, among other things, the requisite stockholders approve such a
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| sale. The risk that our shares may trade at a discount to our NAV is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV. See “Risk Factors.” | |
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Investment adviser
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Goldman Sachs Asset Management, L.P., a wholly-owned subsidiary of Group Inc., serves as our investment adviser. See “Management—Our Investment Adviser.”
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Administrator
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State Street Bank and Trust Company serves as our administrator. See “Management—Our Administrator.”
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Custodian, transfer agent and dividend disbursing agent
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State Street Bank and Trust Company serves as our custodian and Goldman, Sachs & Co. serves as our transfer agent and dividend disbursing agent. Goldman Sachs & Co. has retained State Street Bank and Trust Company as sub-transfer agent to assist in certain related functions. See “Custodian, Transfer and Dividend Disbursing Agent.”
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Risk factors
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See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
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Available information
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We have filed with the SEC a registration statement on Form N-2 under the Securities Act of 1933, as amended (the “Securities Act”) which contains additional information about us and the shares of our common stock being offered by this prospectus. After completion of this offering, we will be required to file annual, quarterly and current reports, proxy statements and other information meeting the information requirements of the Exchange Act. This information will be available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 and on the SEC’s website at http://www.sec.gov. Information on the operation of the SEC’s public reference room may be obtained by calling the SEC at (202)
551-8090 or (800) SEC-0330.
We maintain a website at www. .com and intend to make all of our information available, free of charge, on or through our website. You may also obtain such information by contacting us, in writing at: , or by telephone at . The information on our website is not incorporated by reference in this prospectus.
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Stockholder transaction expenses:
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Sales load (as a percentage of offering price)
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%
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(1)
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Offering expenses (as a percentage of offering price)
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%
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(2)
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Total stockholder transaction expenses (as a percentage of offering price)
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%
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Annual expenses (as a percentage of net assets attributable to common stock):
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Base management fee
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%
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(3)
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Incentive fees payable under the Investment Management Agreement
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%
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(4)
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Interest payments on borrowed funds
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%
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(5)
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Other expenses
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%
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(6)
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Total annual expenses
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%
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(1)
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The underwriting discount and commission with respect to shares of common stock sold in this offering, which is a one-time fee paid to the underwriters, is the only sales load paid in connection with this offering.
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(3)
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Our base management fee is % of our average gross assets at the end of each of the two most recently completed calendar quarters (excluding cash and cash equivalents, but including assets purchased with borrowed amounts). For purposes of this table, we have assumed that we maintain no cash or cash equivalents. See “Management—Investment Management Agreement.”
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(4)
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The incentive fee payable to our investment adviser is based on our performance and will not be paid unless we achieve certain goals. It consists of two parts, one based on income and the other based on capital gains, with both being subject to a hurdle amount based on our net asset value.
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The portion of the Incentive Fee based on income will be determined and paid quarterly by reference to our aggregate net investment income, as adjusted, from the Trailing Four Quarters, or, in the case of our first three quarters, the appropriate portion thereof. The Incentive Fee based on income is based on the amount by which (A) aggregate net investment income in respect of the relevant Trailing Four Quarters (the “Ordinary Income”) less the amount of any Net Capital Loss (as defined below) in respect of such Trailing Four Quarters (the Ordinary Income as adjusted, the “Adjusted Ordinary Income”) exceeds (B) the hurdle amount for such Trailing Four Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Four Quarters is referred to as the “Excess Income Amount.” For the avoidance of doubt, net investment income is net of all fees and expenses, including the Management Fee
but excluding any Incentive Fee paid.
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aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
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“Net Capital Gain” in respect of a particular period means the difference, if positive, between (i) aggregate capital gains, whether realized or unrealized, in such period and (ii) aggregate capital losses, whether realized or unrealized, in such period.
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The Incentive Fee based on income for a particular quarter will equal 100% of the Trailing Four Quarters’ Excess Income Amount until the cumulative Incentive Fee for the quarter equals 20% of such Trailing Four Quarters’ Adjusted Ordinary Income, which will be achieved once our Adjusted Ordinary Income equals an annualized hurdle rate of 8.75% of our net asset value at the beginning of each quarter comprising the relevant Trailing Four Quarters. Thereafter, the Incentive Fee based on income for such quarter equals 20% of the Trailing Four Quarters’ remaining Excess Income Amount. The amount of the Incentive Fee based on income that will be paid to our investment adviser for a particular quarter will equal the excess of the Incentive Fee so calculated less the aggregate Incentive Fees based on income that were paid in the preceding three calendar quarters comprising the relevant Trailing Four Quarters.
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The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each period beginning on January 1 of each calendar year and ending on December 31 of the calendar year or, in the case of our first and last year, the appropriate portion thereof (each, an “Annual Period”), we will pay our investment adviser an Incentive Fee equal to (A) 20% of the difference, if positive, of the sum of our aggregate realized capital gains, if any, computed net of our aggregate realized capital losses, if any, and our aggregate unrealized capital depreciation, if any, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to our investment adviser from April 1, 2013. For the avoidance of doubt, unrealized capital gains are
excluded from the calculation in clause (A), above.
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Notwithstanding the foregoing, the portion of the Incentive Fee based on capital gains for each Annual Period will be limited to the amount, if any, by which (x) the Ordinary Income (reduced for this purpose by the Incentive Fee based on income in respect of such period, if any) plus the Net Capital Gain or minus the Net Capital Loss (as applicable) in respect of such period exceeds (y) the hurdle amount in respect of such period.
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(5)
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The table assumes: (a) that we borrow for investment purposes up to an amount equal to % of our average total assets (average borrowing of $ million out of average total assets of $ million) and (b) that the interest expense and fees are $ million, based on estimated amounts for our first fiscal year. We may also issue preferred stock, subject to our compliance with applicable requirements under the Investment Company Act. We do not currently anticipate issuing debt securities or preferred stock in the next 12 months.
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(6)
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“Other Expenses” are based on estimated amounts for the current fiscal year, including estimated overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our administrator. See “Management—Our Administrator.” Other Expenses also include certain estimates based on an assumed offering size of $ million.
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1 year
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3 years
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5 years
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10 years
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You would pay the following expenses on a $1,000 investment, assuming a 5% annual return(1)
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$
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$
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$
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$
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(1)
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The above illustration assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. The expenses you would pay indirectly, based on a $1,000 investment and assuming a 5% annual return resulting entirely from net realized capital gains (and therefore subject to the capital gain incentive fee), and otherwise making the same assumptions in the example above, would be: 1 year, $ ; 3 years, $ ; 5 years, $ ; and 10 years, $ . Because our investment strategy involves investments that generate current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.
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For the period from November 15, 2012 (Inception) through December 31, 2012
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Statement of operations data:
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| $ | 161,910 | |||
| 346,255 | ||||
| (184,345 | ) | |||
| 1,046,897 | ||||
| 862,552 | ||||
| (351,975 | ) | |||
| $ | 510,577 | |||
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Balance sheet data (at period end):
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| $ | 51,768,807 | |||
| 49,964,820 | ||||
| 346,255 | ||||
| $ | 51,422,552 | |||
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The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our investment company taxable income, for each taxable year. Because we expect to use debt financing, we expect to be subject to an asset coverage ratio requirement under the Investment Company Act, and we expect to be subject to certain financial covenants contained in our credit agreements and other debt financing agreements. This asset coverage ratio requirement and these financial covenants could, under certain circumstances, restrict us from making distributions to our stockholders that are necessary for us to satisfy the distribution requirement. If we are unable to obtain cash from other sources, and thus are unable to make sufficient distributions to our stockholders, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax (and any applicable
U.S. state and local taxes).
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The source-of-income requirement will be satisfied if at least 90% of our gross income for each year is derived from dividends, interest, gains from the sale of stock or securities or similar sources.
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The asset diversification requirement will be satisfied if, at the end of each quarter of our taxable year, at least 50% of the value of our assets consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities, and no more than 25% of the value of our assets is invested in the securities (other than U.S. government securities or securities of other RICs) of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships”. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of our RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be
made at disadvantageous prices and could result in substantial losses.
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Assumed Return on Our Portfolio
(Net of Expenses)
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(10)%
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(5)%
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0%
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5%
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10%
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Corresponding return to common stockholder(1)
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%
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%
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%
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%
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(1)
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The hypothetical return to common stockholders is calculated by multiplying our total assets as of , 2013 by the assumed rates of return and subtracting all interest accrued on our debt for the quarter ended 2013; and then dividing the resulting difference by our total assets attributable to common stock. Based on $ million in total assets, $ million in debt and $ million in net assets, each as of , 2013.
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●
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provide that, our Board of Directors is classified, which may delay the ability of our stockholders to change the membership of a majority of our Board of Directors;
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provide that vacancies on our Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
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provide that, once our Board of Directors is classified, our directors may be removed only for cause, and only by a supermajority vote of the stockholders entitled to elect such directors;
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provide that, stockholders may only take action at an annual or special meeting of stockholders, and may not act by written consent;
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require a supermajority vote of stockholders to effect certain amendments to our certificate of incorporation and bylaws; and
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require stockholders to provide advance notice of new business proposals and director nominations under specific procedures for any meeting occurring after our IPO.
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such companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;
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|
●
|
such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
|
|
|
●
|
such companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
|
|
|
●
|
such companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
|
|
|
●
|
our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and
|
|
|
●
|
such companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.
|
|
|
●
|
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
|
|
|
●
|
attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments.
|
|
|
●
|
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
|
|
|
●
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
|
|
●
|
the inability of our investment adviser to employ additional experienced investment professionals or the departure of any of our investment adviser’s key personnel;
|
|
|
●
|
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets;
|
|
|
●
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
| As of , 2013 | ||
|
Actual
|
As Adjusted
|
|
|
|
||
|
Assets
|
||
|
Cash and cash equivalents
|
||
|
Investments, at fair value
|
||
|
Other assets
|
||
|
Total assets
|
||
|
Liabilities:
|
||
|
Total liabilities
|
||
|
Stockholder’s equity:
|
||
|
Preferred Stock, par value $0.001 per share, 1,000,000 authorized, 0 shares issued and outstanding
Common stock, par value $0.001 per share, 200,000,000 authorized, shares issued and outstanding, actual
shares issued and outstanding, as adjusted
|
||
|
Paid-in capital in excess of par value
|
||
|
Accumulated loss
|
||
|
Total stockholders’ equity
|
||
|
Total liabilities and stockholders’ equity
|
||
|
Pro forma net asset value per share
|
||
|
Initial public offering price per share
|
|
$
|
|
|
|
, 2013 NAV per share immediately prior to this offering
|
|
$
|
|
|
|
|
||||
|
Increase attributable to this offering
|
$
|
|||
|
As-adjusted NAV per share immediately after this offering
|
|
$
|
|
|
|
|
||||
|
Dilution per share to stockholders participating in this offering (without exercise of the over-allotment option)
|
|
|
Shares Purchased
|
Total Consideration
|
Average
Price
Per Share
|
||||||||||||||||||
|
|
Number
|
%
|
Amount
|
%
|
||||||||||||||||
|
Shares outstanding
|
|
|
% |
|
|
%
|
|
|||||||||||||
|
Shares to be sold in this offering
|
|
|
%
|
|
|
%
|
|
|||||||||||||
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|||||||||||||
|
Numerator:
|
|
||||
|
Net Asset Value
|
$
|
||||
|
Assumed proceeds from this offering (after deduction of underwriting discounts and commissions and offering expenses payable by us)
|
$
|
|
|||
|
Net Asset Value upon completion of this offering
|
$
|
|
|||
|
Denominator:
|
|
||||
|
Shares outstanding
|
|
||||
|
Shares included in this offering
|
|
|
Payments Due by Period (Millions)
|
|||||||||||||||||||||
|
|
Total
|
Less Than
1 Year
|
1 – 3 Years
|
3 – 5 Years
|
More Than
5 Years
|
||||||||||||||||
|
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
|
As of December 31, 2012
Basis Point Change
|
Interest Income
|
Interest Expense
|
Net
Income
|
|
Up 300 basis points
|
493,440
|
—
|
493,440
|
|
Up 200 basis points
|
253,440
|
—
|
253,440
|
|
Up 100 basis points
|
13,440
|
—
|
13,440
|
|
Down 100 basis points
|
—
|
—
|
—
|
|
Down 200 basis points
|
—
|
—
|
—
|
|
Down 300 basis points
|
—
|
—
|
—
|
|
|
(1)
|
Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;
|
|
|
(2)
|
Preliminary valuation conclusions are then documented and discussed with the management of our investment adviser;
|
|
|
(3)
|
Our Board of Directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The independent valuation firms review management’s preliminary valuations in light of its own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker.
|
|
|
(4)
|
The Audit Committee of our Board of Directors reviews the preliminary valuations of the investment adviser and that of the independent valuation firms and responds and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
|
|
|
(5)
|
Our Board of Directors discusses the valuations and determines the fair value of each of our investments in good faith, based on the input of our investment adviser, the independent valuation firms and the Audit Committee.
|
|
Class and Period Ended
|
Total Amount
Outstanding
Exclusive of
Treasury
Securities(1)
|
Asset
Coverage
per Unit(2)
|
Involuntary
Liquidating
Preference
per Unit(3)
|
Average
Market Value
per Unit(4)
|
||||||||||||
|
$
|
$
|
—
|
||||||||||||||
|
(1)
|
Total amount of each class of senior securities outstanding at the end of the period presented.
|
|
|
|
||
|
(2)
|
Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
|
|
|
(3)
|
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
|
|
|
(4)
|
Not applicable because senior securities are not registered for public trading.
|
 |
 |
|
|
●
|
Loans to middle-market companies are typically illiquid and unrated. Stakeholders in banks, including their shareholders, lenders and regulators, continue to exert pressure to contain the amount of illiquid, unrated assets held on bank balance sheets. Examples of this include moves to codify the BASEL III accords in the U.S., which increase the regulatory capital charge for lower rated and unrated assets in most instances, and continued investor focus on the amount of illiquid assets whose fair value cannot be determined by using observable measures, or “Level 3 assets,” held on bank balance sheets. As a result, GSAM believes that banks have reduced their lending to middle-market companies.
|
|
|
●
|
Consolidation of regional banks into money center banks has reduced the focus on middle-market lending. Money center banks traditionally focus on lending and providing other services to large corporate clients to whom they can deploy larger amounts of capital more efficiently. GSAM believes that this has resulted in fewer bank lenders to the U.S. middle-market and the reduced availability of debt capital to the companies we target.
|
|
|
●
|
In GSAM’s experience, the so-called “shadow banking sector” (which GSAM believes is comprised of hedge funds, mezzanine funds, private equity funds, structured vehicles and similar entities) has struggled since the 2008 financial crisis to attract investor interest in long-term capital commitments of the nature required to allow the managers of these vehicles to purchase illiquid assets such as middle-market loans. As a result, GSAM believes the amount of capital in the “shadow banking sector” for lending to the U.S. middle-market is significantly smaller than it was prior to the 2008 financial crisis.
|
|
|
●
|
While public bond markets have been extremely robust in recent years, middle-market companies are rarely able to issue bonds in this market as the purchasers of public bonds are highly focused on liquidity. For example, asset managers are a significant buyer of public bonds. However, asset managers often have clients that expect to be able to liquidate their investment on very short notice. Accordingly, the existence of an active secondary market for the bonds is an important consideration in the decision to purchase the bonds. Typically, there is no active secondary market for the debt of U.S. middle-market companies.
|
|
|
●
|
The reduced availability of credit to middle-market companies typically results in an increased interest rate, or pricing, of loans for middle-market lenders. In addition, recent loans to middle-market companies have often included meaningful upfront fees and prepayment protections, both of which should enhance the profitability of new loans to lenders.
|
|
|
●
|
research relating to the portfolio company’s management, industry, markets, products and services and competitors.
|
|
|
●
|
requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk;
|
|
|
●
|
negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights.
|
|
|
●
|
Assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
|
|
|
●
|
Periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirement and accomplishments;
|
|
|
●
|
Review of monthly and quarterly financial statements and financial projections of portfolio companies.
|
|
Name and Address of Portfolio
Company
|
Industry
|
Type of Investment
|
Interest Rate
|
Maturity
Date
|
Principal Amount
(mm)
|
Fair Value (mm)
|
% of Class (1)
|
|
Affordable Care
4990 Highway 70 West
|
Consumer Non-
Cyclical
|
Senior Secured Loan –
Second Lien– Floating
|
LIBOR + 9.25% (1.25% Floor)
|
6/20/2019
|
$21.50
|
$21.50
|
|
|
Dispensing Dynamics Intl
1020 Bixby Drive
|
Industrial
|
Senior Secured Bonds –
Fixed
|
12.50%
|
1/1/2018
|
15.00
|
15.08
|
|
|
Goodrich Petroleum Corp
801 Louisiana, Suite 700
|
Energy
|
Unsecured Bonds – Fixed
|
8.875%
|
3/15/2019
|
4.50
|
4.47
|
|
|
Hutchinson Technology
40 West Highland Park Drive N.E.
|
Technology
|
Senior Secured Bonds –
Fixed
|
10.875%
|
1/15/2017
|
12.20
|
11.59
|
|
|
JG Wentworth
201 King of Prussia Road
|
Financial
|
Senior Secured—First
Lien– Floating
|
LIBOR + 7.50% (1.50% Floor)
|
2/8/2019
|
3.75
|
3.70
|
|
|
Lone Pine Resources
Canada Ltd.
Suite 1100, 640-5 Avenue SW
Calgary, Alberta
Canada
T2P 3G4
|
Energy
|
Unsecured Bonds – Fixed
|
10.375%
|
2/15/2017
|
2.80
|
2.50
|
|
Molycorp, Inc
5619 Denver Tech Center Parkway,
Suite 1000
|
Basic Materials
|
Senior Secured Bonds –
Fixed
|
10.00%
|
6/1/2020
|
4.78
|
4.64
|
|
|
Washington Inventory Service
9265 Sky Park Court, Suite 100
|
Consumer Non-
Cyclical
|
Senior Secured Loan –
Second Lien– Floating
|
LIBOR + 9.25% (1.25% Floor)
|
6/20/2019
|
11.00
|
11.21
|
| Name | Age | Position | Class | |||
|
Interested Directors
|
||||||
|
James A. McNamara
|
50
|
Director
|
||||
|
Independent Directors
|
||||||
|
Ashok N. Bakhru
|
70
|
Chairman of the Board of Directors
|
||||
|
John P. Coblentz, Jr.
|
71
|
Director
|
||||
|
Richard P. Strubel
|
73
|
Director
|
|
Name
|
Aggregate Dollar Range
of Equity Securities
in Goldman Sachs BDC, Inc.(1)
|
|
|
|
|
|
●
|
Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
|
|
|
●
|
Year 2: Investment A sold for $30 million, fair value of Investment B determined to be $25 million and fair value of Investment C determined to be $27 million
|
|
|
●
|
Year 3: fair value of Investment B determined to be $29 million and Investment C sold for $30 million
|
|
Percentage of Common Stock Outstanding
|
|||||
|
Immediately Prior to This Offering
|
Immediately after This Offering
|
||||
|
Name and Address
|
Type of Ownership (2)
|
Shares Owned
|
Percentage
|
Shares
Owned (3)
|
Percentage
|
|
The Goldman Sachs Group, Inc. (1)
|
Record and beneficial
|
%
|
%
|
||
|
James A. McNamara
|
*
|
||||
|
Ashok N. Bakhru
|
*
|
||||
|
Richard P. Strubel
|
*
|
||||
|
John P. Coblentz, Jr.
|
*
|
||||
|
All officers and directors as a group (10 persons) (2)
|
Record and beneficial
|
–
|
*
|
–
|
–
|
|
(1)
|
|
(2)
|
|
|
(3)
|
Assumes issuance of shares of our common stock in this offering, and does not reflect shares of common stock reserved for issuance upon exercise of underwriters’ over-allotment option to purchase up to an additional shares.
|
|
Name of Director
|
Dollar Range of Equity Securities in the Company(1)
|
|
|
Interested Directors
|
||
|
James A. McNamara
|
||
|
Independent Directors
|
||
|
Ashok N. Bakhru
|
||
|
John P. Coblentz, Jr.
|
||
|
Richard P. Strubel
|
|
(1)
|
Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
|
|
|
(1)
|
Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;
|
|
|
(2)
|
Preliminary valuation conclusions are then documented and discussed with the management of our investment adviser;
|
|
|
(3)
|
Our Board of Directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The independent valuation firms review management’s preliminary valuations in light of its own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker. At least a portion of our portfolio will be reviewed on a quarterly basis by third-party valuation firms and our entire portfolio will be reviewed at least annually by third-party valuation firms;
|
|
|
(4)
|
The Audit Committee of our Board of Directors reviews the preliminary valuations of the investment adviser and that of the independent valuation firms and responds and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
|
|
|
(5)
|
Our Board of Directors discusses the valuations and determines the fair value of each of our investments in good faith, based on the input of our investment adviser, the independent valuation firms and the Audit Committee.
|
|
(1) Title of Class
|
(2) Amount Authorized
|
(3) Amount Held by us or for Our Account
|
(4) Amount Outstanding Exclusive of Amounts Shown Under (3)
|
|||||||||
|
Common Stock
|
200,000,000
|
—
|
|
|||||||||
|
Preferred Stock
|
1,000,000
|
—
|
—
|
|
||||||||
|
|
●
|
prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
|
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by persons who are directors and also officers of the corporation; or
|
|
|
●
|
at or subsequent the such time the business combination is approved by the Board of Directors and authorized at a meeting of stockholders, and not by written consent, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
|
|
|
●
|
any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation with the interested stockholder;
|
|
|
●
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of such corporation, to or with the interested stockholder, of 10% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation;
|
|
|
●
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder;
|
|
|
●
|
any transaction involving the corporation or any direct or indirect majority owned subsidiary of the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series (or securities convertible into the stock of any class or series) of the corporation or of any such subsidiary owned by the interested stockholder, except as to immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or
|
|
|
●
|
the receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the corporation) of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary.
|
|
|
●
|
the provisions regarding the number of directors and filling vacancies on our Board of Directors and newly created directorships;
|
|
|
●
|
the limitation of directors’ personal liability to us or our stockholders for breach of fiduciary duty as a director;
|
|
|
●
|
the provisions regarding indemnification and advancement of expenses under our certificate of incorporation;
|
|
|
●
|
the amendment provision requiring that the above provisions be amended only with a two-thirds supermajority vote.
|
|
●
|
1% of the total number of securities then outstanding; or
|
|
●
|
the average weekly trading volume of our securities during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.
|
|
|
(1)
|
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding thirteen months an affiliated person of an eligible portfolio company, or from any other person, subject to such rules and regulations as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer which:
|
|
|
(b)
|
is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and
|
|
|
●
|
does not have any class of securities listed on a national securities exchange or has a class of securities listed on a national securities exchange but has an aggregate market value of outstanding common equity of less than $250 million;
|
|
|
●
|
is controlled by a BDC or a group of companies including a BDC, and the BDC has an affiliated person who is a director of the eligible portfolio company; or
|
|
|
●
|
is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.
|
|
|
(3)
|
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
|
|
|
(4)
|
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own at least 60% of the outstanding equity of the eligible portfolio company.
|
|
|
(5)
|
Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants or rights relating to such securities.
|
|
|
(6)
|
Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.
|
|
●
|
the last day of our fiscal year ending December 31, 20 ;
|
|
|
●
|
the last day of the fiscal year in which our total annual gross revenues first exceed $1.0 billion;
|
|
| ● |
the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and
|
|
●
|
the last day of a fiscal year in which we (1) have an aggregate worldwide market value of our common stock held by non-affiliates of $700 million or more, computed at the end of each fiscal year as of the last business day of our most recently completed second fiscal quarter and (2) have been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).
|
|
|
●
|
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including, for this purpose, the District of Columbia;
|
|
|
a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (as defined in the Code) have the authority to control all substantive decisions of the trust, or (ii) the trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes; or
|
|
|
●
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source.
|
|
|
●
|
qualify and have in effect an election to be treated as a business development company under the Investment Company Act at all times during each taxable year;
|
|
|
●
|
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and
|
|
|
o
|
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
|
|
|
o
|
no more than 25% of the value of our assets is invested in (a) the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (b) the securities of one or more qualified publicly traded partnerships (the “Diversification Tests”).
|
|
Underwriter
|
|
Number of
Shares
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Total
|
|
|
|
Per Share
|
|
Without
Option
|
|
With Option
|
|
|
Public offering price
|
|
|
|
|||
|
Underwriting discount and commissions
|
|
|
|
|||
|
Proceeds, before expenses, to Goldman Sachs BDC, Inc.
|
|
|
|
|
|
●
|
enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock, whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.
|
|
|
●
|
the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,
|
|
|
●
|
an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,
|
|
|
●
|
the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours, and
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Statement of Financial Condition
|
F-3
|
|
Statement of Operations
|
F-4
|
|
Statement of Changes in Member’s Equity
|
F-5
|
|
Statement of Cash Flows
|
F-6
|
|
Schedule of Investments
|
F-7
|
|
Notes to Financial Statements
|
F-8
|
|
Assets
|
||||
|
Investment in securities, at fair value (cost $48,917,923)
|
$ | 49,964,820 |
|
|
|
Cash and cash equivalents
|
1,536,351 |
|
||
|
Interest and dividends receivable
|
267,636 |
|
||
|
Total assets
|
$ | 51,768,807 |
|
|
|
Liabilities and Member’s Equity
|
||||
|
Liabilities
|
|
|||
|
Management fee payable
|
$ | 71,042 |
|
|
|
Accrued incentive fee
|
209,379 |
|
||
|
Administration expense payable
|
19,167 |
|
||
|
Audit fee payable
|
40,000 |
|
||
|
Accrued expenses and other liabilities
|
6,667 |
|
||
|
Total liabilities
|
346,255 |
|
||
|
Member’s Equity
|
||||
|
Member
|
51,422,552 |
|
||
|
Total member’s equity
|
51,422,552 |
|
||
|
Total liabilities and member’s equity
|
$ | 51,768,807 |
|
|
|
Member’s Equity per unit: (Units 493,516)
|
$ | 104.20 |
|
|
|
Investment income:
|
||||
|
Interest
|
$ | 161,830 |
|
|
|
Dividends
|
80 |
|
||
|
Total investment income
|
161,910 |
|
||
|
Expenses:
|
||||
|
Management fees
|
71,042 |
|
||
|
Incentive fee
|
209,379 |
|
||
|
Administration expense
|
19,167 |
|
||
|
Audit fee
|
40,000 |
|
||
|
Other expenses
|
6,667 |
|
||
|
Total expenses
|
346,255 |
|
||
|
Net investment income (loss)
|
(184,345 |
)
|
||
|
|
|
|||
|
Net realized and unrealized gains (losses) on investment transactions:
|
||||
|
Net change in unrealized gain (loss) on investments
|
1,046,897 |
|
||
|
Net gain (loss) on investment transactions
|
1,046,897 |
|
||
|
Net increase (decrease) in member’s equity resulting from operations before tax
|
862,552 | |||
|
Income tax expense
|
(351,975 |
)
|
||
|
Net increase (decrease) in member’s equity resulting from operations after tax
|
$ | 510,577 |
|
|
|
Earnings per unit (basic and diluted):
|
||||
|
Net investment income per unit:
|
(0.50 |
)
|
||
|
Net increase in net assets resulting from operations per unit:
|
1.40 |
|
||
|
Weighted average units outstanding:
|
365,885.00 |
|
||
|
|
|
|||
| Member | ||||
|
Increase (decrease) in member’s equity resulting from operations:
|
||||
|
Net investment income (loss)
|
$ | (184,345 |
)
|
|
|
Net change in unrealized gain (loss) on investments
|
1,046,897 |
|
||
|
Income tax expense
|
(351,975 |
)
|
||
|
Net increase (decrease) in member’s equity resulting from operations:
|
510,577 |
|
||
|
|
||||
|
Increase (decrease) in member’s equity resulting from capital transactions:
|
|
|||
|
Contributions (Units: 493,516)
|
50,560,000 |
|
||
|
Deemed contribution for income tax expense
|
351,975 |
|
||
|
Net increase (decrease) in member’s equity resulting from capital transactions:
|
50,911,975 |
|
||
|
|
||||
|
Total increase (decrease)
|
51,422,552 |
|
||
|
|
||||
|
Member’s equity
|
|
|||
|
Beginning of period
|
- |
|
||
|
End of period
|
$ | 51,422,552 |
|
|
|
Cash flows from operating activities:
|
||||
|
Net increase (decrease) in member’s equity resulting from operations
|
$ | 510,577 |
|
|
|
Adjustments to reconcile net increase (decrease) in member’s equity resulting from operations to net cash provided by (used for) operating activities:
|
||||
|
Payments for purchases of investments in securities
|
(48,900,125 |
)
|
||
|
Net change in unrealized (gain) loss on investments in securities
|
(1,046,897 |
)
|
||
|
Amortization of premium and accretion of discount, net
|
(17,798 |
)
|
||
|
Non-cash charges:
|
|
|||
|
Income tax expense
|
351,975 |
|
||
|
Increase / decrease in operating assets and liabilities:
|
||||
|
Interest and dividends receivable
|
(267,636 |
)
|
||
|
Management fee payable
|
71,042 |
|
||
|
Accrued incentive fee
|
209,379 |
|
||
|
Administration expense payable
|
19,167 |
|
||
|
Audit fee payable
|
40,000 |
|
||
|
Accrued expenses and other liabilities
|
6,667 |
|
||
|
Net cash provided by (used for) operating activities
|
(49,023,649 |
)
|
||
|
|
|
|||
|
Cash flows from financing activities:
|
|
|||
|
Contributions
|
50,560,000 |
|
||
|
Net cash provided by (used for) financing activities
|
50,560,000 |
|
||
|
Net increase (decrease) in cash and cash equivalents
|
1,536,351 |
|
||
|
Cash and cash equivalents, beginning of period
|
- |
|
||
|
Cash and cash equivalents, end of period
|
$ | 1,536,351 |
|
|
|
|
||||
|
Non-cash financing activities:
|
|
|||
|
Deemed contribution for income tax expense
|
$ | 351,975 |
|
| INVESTMENTS IN SECURITIES (97.17%)* |
Industry
|
Moody’s Rating
|
Par Amount
|
Cost
|
Fair Value
|
|||||||||||||
|
Investments in Non-Controlled/Non-Affiliated Investments - 97.17%
|
|
|
|
|
||||||||||||||
|
Corporate Debt - 97.17/%
|
||||||||||||||||||
|
1st Lien/Senior Secured Debt - 37.14%
|
||||||||||||||||||
|
Dispensing Dynamics Intl 12.5% 01/01/2018
|
Manufacturing
|
Caa1
|
$ | 15,000,000 | $ | 14,700,000 | $ | 14,700,000 | ||||||||||
|
Molycorp Inc 10% 06/01/20
|
Mining
|
B3 | 4,780,000 | 3,932,686 | 4,397,600 | |||||||||||||
|
Total 1st Lien/Senior Secured Debt
|
18,632,686 | 19,097,600 | ||||||||||||||||
|
2nd Lien/Senior Secured Debt - 46.55%
|
||||||||||||||||||
|
Affordable Care (Affordable Housing) L+9.25% (1.25% Floor) 06/02/2019
|
Commercial Services
|
NR
|
13,000,000 | 12,741,699 | 12,935,000 | |||||||||||||
|
Washington Inventory Service (WIS) L+9.00% (1.25% Floor) 06/18/2019
|
Commercial Services
|
NR
|
11,000,000 | 10,835,279 | 11,000,000 | |||||||||||||
|
Total 2nd Lien/Senior Secured Debt
|
23,576,978 | 23,935,000 | ||||||||||||||||
|
Unsecured Debt - Fixed - 13.48%
|
||||||||||||||||||
|
Goodrich Petroleum Corp 8.88% 03/15/2019
|
Oil & Gas
|
Caa1
|
4,500,000 | 4,111,107 | 4,320,000 | |||||||||||||
|
Goodrich Petroleum Corp 5% 10/01/2029
|
Oil & Gas
|
NR
|
800,000 | 734,210 | 752,220 | |||||||||||||
|
Lone Pine Resources Canada Ltd. 10.38% 02/15/2017
|
Oil & Gas
|
Caa2
|
2,000,000 | 1,862,942 | 1,860,000 | |||||||||||||
|
Total Unsecured Debt - Fixed
|
6,708,259 | 6,932,220 | ||||||||||||||||
|
Total Investments in Non-Controlled/Non-Affiliated Investments
|
$ | 48,917,923 | $ | 49,964,820 | ||||||||||||||
|
Total - INVESTMENTS IN SECURITIES - 97.17%
|
$ | 48,917,923 | $ | 49,964,820 | ||||||||||||||
|
Level 2 Instrument
|
|
|
Equity, Fixed Income and Trade Claims
|
The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper,
|
|
most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments, and certain trade claims and loan commitments. These instruments are generally classified within Level 2 of the fair value hierarchy.
Valuations of level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative of firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
|
|
Financial Assets and Liabilities at Fair Value as of
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets
|
- | - | ||||||||||||||
|
1st Lien/Senior Secured Debt
|
- | 19,097,600 | - | 19,097,600 | ||||||||||||
|
2nd Lien/Senior Secured Debt
|
- | 23,935,000 | - | 23,935,000 | ||||||||||||
|
Unsecured Debt - Fixed
|
- | 6,932,220 | - | 6,932,220 | ||||||||||||
|
Total assets
|
$ | - | $ | 49,964,820 | $ | - | $ | 49,964,820 | ||||||||
| Net change in unrealized gain (loss) on investments in securities | $ 1,046,897 |
|
Member’s equity per unit, beginning of the period/date of initial subscription
|
$ | 100.00 |
|
|
|
Income (loss) from investment operations
|
|
|||
|
Net investment income (loss)(1)
|
0.07 |
|
||
|
Net realized and unrealized gain (loss) on investment transactions
|
4.70 |
|
||
|
Incentive Fee
|
(0.57 |
)
|
||
|
Income (loss) from investment operations
|
4.20 |
|
||
|
Member’s equity per unit, end of the period
|
$ | 104.20 |
|
|
|
|
||||
|
Expense ratios(2, 3)
|
|
|||
|
Operating expenses to average member’s equity (excluding interest expense and certain other investment related expenses and Incentive Fee)
|
(2.35 |
%)
|
||
|
Interest expense and certain other investment related expenses to average member’s equity
|
0.00 |
%
|
||
|
Total operating expenses to average member’s equity (excluding Incentive Fee)
|
(2.35 |
%)
|
||
|
Incentive Fee to average member’s equity
|
(0.66 |
%)
|
||
|
Total expenses and Incentive Fee to average member’s equity (excluding tax expense)
|
(3.01 |
%)
|
||
|
Net investment income (loss) to average member’s equity(2,3)
|
0.95 | % |
|
1
|
Net investment income (loss) per unit has been calculated based on weighted average units outstanding during the period.
|
|
2
|
The expense and net investment income (loss) ratios are calculated based on the average net assets of the Company during the period. The computations of such ratios are based on the amount of income and expenses (excluding tax expense) assessed to an individual member’s capital and may vary from these ratios based on the timing of capital transactions.
|
|
3
|
Annualized except for incentive fee and certain other operating expenses.
|
|
1.
|
Operational Items
|
page A-1
|
|
2.
|
Board of Directors
|
page A-2
|
|
3.
|
Executive and Director Compensation
|
page A-4
|
|
4.
|
Proxy Contests and Access
|
page A-7
|
|
5.
|
Shareholder Rights and Defenses
|
page A-8
|
|
6.
|
Mergers and Corporate Restructurings
|
page A-8
|
|
7.
|
State of Incorporation
|
page A-8
|
|
8.
|
Capital Structure
|
page A-9
|
|
9.
|
Corporate Social Responsibility (CSR)/Environmental, Social, Governance (ESG) Issues
|
page A-9
|
|
1.
|
Operational Items
|
page A-12
|
|
2.
|
Board of Directors
|
page A-13
|
|
3.
|
Compensation
|
page A-15
|
|
4.
|
Board Structure
|
page A-15
|
|
5.
|
Capital Structure
|
page A-16
|
|
6.
|
Other
|
page A-17
|
|
7.
|
Environmental, Climate Change and Social Issues
|
page A-18
|
|
|
●
|
An auditor has a financial interest in or association with the company, and is therefore not independent;
|
|
|
●
|
There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position;
|
|
|
●
|
Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; or material weaknesses identified in Section 404 disclosures; or
|
|
|
●
|
Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price; and
|
|
|
●
|
Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a defined group)
|
|
|
●
|
Attend less than 75 percent of the board and committee meetings without a disclosed valid excuse for each of the last two years;
|
|
|
●
|
Are CEOs of public companies who sit on the boards of more than two public companies besides their own--withhold only at their outside boards.
|
|
|
●
|
The inside or affiliated outside director serves on the audit, compensation, or nominating (vote against affiliated directors only for nominating) committees;
|
|
|
●
|
The company lacks an audit compensation, or nominating (vote against affiliated directors only for nominating) committee so that the full board functions as that committee and insiders are participating in voting on matters that independent committees should be voting on;
|
|
|
●
|
The full board is less than majority independent (in this case withhold from affiliated outside directors); at controlled companies, GSAM will vote against the election of affiliated outsiders and nominees affiliated with the parent and will not vote against the executives of the issuer.
|
|
|
●
|
Egregious actions related to the director(s)’ service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company;
|
|
|
●
|
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the underlying issue(s) that caused the high withhold/against vote (members of the Nominating or Governance Committees);
|
|
|
●
|
The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken); an adopted proposal that is substantially similar to the original shareholder proposal will be deemed sufficient; (vote against members of the committee of the board that is responsible for the issue under consideration). If GSAM did not support the shareholder proposal in both years, GSAM will still vote against the committee member (s)
|
|
|
●
|
The company receives an adverse opinion on the company’s financial statements from its auditor; or
|
|
|
●
|
There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
|
|
|
●
|
The company’s poison pill has a dead-hand or modified dead-hand feature for two or more years. Vote against/withhold every year until this feature is removed; however, vote against the poison pill if there is one on the ballot with this feature rather than the director;
|
|
|
●
|
The board adopts or renews a poison pill without shareholder approval, does not commit to putting it to shareholder vote within 12 months of adoption (or in the case of an newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO), or reneges on a commitment to put the pill to a vote, and has not yet received a withhold/against recommendation for this issue;
|
|
|
●
|
The board failed to act on takeover offers where the majority of the shareholders tendered their shares;
|
|
|
●
|
If in an extreme situation the board lacks accountability and oversight, coupled with sustained poor performance relative to peers.
|
|
|
●
|
Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties;
|
|
|
●
|
The company has adopted majority vote standard with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections.
|
|
|
●
|
If no MSOP or equity-based incentive plan proposal item is on the ballot, AGAINST/WITHHOLD on compensation committee members
|
|
|
●
|
The plan expressly permits the repricing of stock options/stock appreciation rights (SARs) without prior shareholder approval OR does not expressly prohibit the repricing without shareholder approval;
|
|
|
●
|
The CEO is a participant in the proposed equity-based compensation plan and there is a disconnect between CEO pay and the company’s performance where over 50 percent of the year-over-year increase is attributed to equity awards;
|
|
|
●
|
The company’s three year burn rate and Shareholder Value Transfer (SVT) calculations both materially exceed industry group metrics; or
|
|
|
●
|
There is a long-term disconnect between CEO pay and the company’s total shareholder return in conjunction with the qualitative overlay as outlined in the policy guidelines OR the company has a poor record of compensation practices, which is highlighted either in analysis of the compensation plan or the evaluation of the election of directors.
|
|
|
●
|
Assessment of performance metrics relative to business strategy, as discussed and explained in the Compensation Discussion and Analysis (CD&A) section of a company’s proxy;
|
|
|
●
|
Assessment of excessive practices with respect to perks, severance packages, supplemental executive pension plans, and burn rates.
|
|
|
●
|
Evaluation of information and board rationale provided in CD&A about how compensation is determined (e.g., why certain elements and pay targets are used, and specific incentive plan goals, especially retrospective goals);
|
|
|
●
|
Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company);
|
|
|
●
|
Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary;
|
|
|
●
|
Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and
|
|
|
●
|
No discount on the stock price on the date of purchase since there is a company matching contribution.
|
|
|
●
|
Historic trading patterns--the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term;
|
|
|
●
|
Whether the company has any holding period, retention ratio, or officer ownership requirements in place.
|
|
|
●
|
The ownership thresholds, percentage and duration proposed (GSAM will not support if the ownership threshold is less than 3%); The maximum proportion of directors that shareholders may nominate each year (GSAM will not support if the proportion of directors is greater than 25%);
|
|
|
●
|
The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations
|
|
|
●
|
Whether the company has been materially harmed by shareholder litigation outside its jurisdiction of incorporation, based on disclosure in the company’s proxy statement;
|
|
|
●
|
The dilutive impact of the request as determined through an allowable increase, which examines the company’s need for shares and total shareholder returns; and
|
|
|
●
|
Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business;
|
|
|
●
|
The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales, or leave it vulnerable to a boycott or selective purchasing;
|
|
|
●
|
Whether the company has already responded in some appropriate manner to the request embodied in the proposal;
|
|
|
●
|
Whether the company has material fines or violations in the area and if so, if appropriate actions have already been taken to remedy going forward;
|
|
|
●
|
Whether the requested information is available to shareholders either from the company or from a publicly available source; and
|
|
|
●
|
Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.
|
|
|
●
|
The company’s current level of publicly-available disclosure including if the company already discloses similar information through existing reports or policies
|
|
|
●
|
If the company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame;
|
|
|
●
|
If there are significant controversies, fines, penalties, or litigation associated with the company’s environmental performance.
|
|
|
●
|
Overly prescriptive requests for the reduction in GHG emissions by specific amounts or within a specific time frame;
|
|
|
●
|
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions;
|
|
|
●
|
Whether the company already provides meaningful disclosure on GHG emissions from its products and operations.
|
|
|
●
|
There are no recent, significant controversies, fines or litigation regarding the company’s political contributions or trade association spending; and
|
|
|
●
|
The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibits coercion.
|
|
|
●
|
Recent significant controversy or litigation related to the company’s political contributions or governmental affairs;
|
|
|
●
|
The public availability of a company policy on political contributions and trade association spending including information on the types of organizations supported, the business rationale for supporting these organizations, and the oversight and compliance procedures related to such expenditures of corporate assets; and
|
|
|
GSAM will not necessarily vote for the proposal merely to encourage further disclosure of trade association or lobbying spending.
|
|
|
●
|
Whether or not existing relevant policies are consistent with internationally recognized standards;
|
|
|
●
|
Company participation in fair labor organizations or other internationally recognized human rights initiatives;
|
|
|
●
|
Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse;
|
|
|
●
|
Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers;
|
|
|
●
|
There is reason to believe that the auditor has rendered an opinion, which is neither accurate nor indicative of the company’s financial position;
|
|
|
●
|
The auditors are being changed without explanation; non-audit-related fees are substantial or are in excess of standard annual audit-related fees; or the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.
|
|
|
●
|
The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.
|
|
|
●
|
Specific concerns about the individual or company, such as criminal wrongdoing or breach of fiduciary responsibilities;
|
|
|
●
|
Repeated absences at board meetings have not been explained (in countries where this information is disclosed); or
|
|
|
●
|
Unless there are other considerations which may include sanctions from government or authority, violations of laws and regulations, or other issues related to improper business practice, failure to replace management, or egregious actions related to service on other boards.
|
|
|
●
|
Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company.
|
|
|
●
|
Beneficial owner (direct or indirect) of at least 10% of the company’s stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g., family members who beneficially own less than 10% individually, but collectively own more than 10%), unless market best practice dictates a lower ownership and/or disclosure threshold (and in other special market-specific circumstances);
|
|
|
●
|
Currently provides (or a relative provides) professional services to the company, to an affiliate of the company, or to an individual officer of the company or of one of its affiliates in excess of $10,000 per year;
|
|
|
●
|
A new appointee elected other than by a formal process through the General Meeting (such as a contractual appointment by a substantial shareholder);
|
|
|
●
|
Years of service is generally not a determining factor unless it is recommended best practice in a market and/or in extreme circumstances, in which case it may be considered;
|
|
|
●
|
Any additional relationship or principle considered to compromise independence under local corporate governance best practice guidance.
|
|
|
●
|
Represents employees or employee shareholders of the company (classified as “employee representative” but considered a non-independent NED).
|
|
|
●
|
A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; or
|
|
|
●
|
Any legal issues (e.g., civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged actions yet to be confirmed (and not only the fiscal year in question), such as price fixing, insider trading, bribery, fraud, and other illegal actions; or
|
|
|
●
|
Other egregious governance issues where shareholders may bring legal action against the company or its directors; or
|
|
|
●
|
A designated, or a rotating, lead director, elected by and from the independent board members with clearly delineated and comprehensive duties;
|
|
|
●
|
Duration of no more than 5 years, or such lower threshold as may be set by applicable law, regulation, or code of governance best practice.
|
|
Item 25.
|
Financial Statements and Exhibits
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Statement of Financial Condition
|
F-3
|
|
Statement of Operations
|
F-4
|
|
Statement of Changes in Member’s Equity
|
F-5
|
|
Statement of Cash Flows
|
F-6
|
|
Schedule of Investments
|
F-7
|
|
Notes to Financial Statements
|
F-8
|
|
(a)
|
|
Form of Certificate of Incorporation. (1)
|
|
(b)
|
|
Form of Bylaws. (1)
|
|
(c)
|
|
Not Applicable.
|
|
(d)
|
|
Form of Stock Certificate. (1)
|
|
(e)
|
|
Not Applicable.
|
|
(f)
|
|
Not Applicable.
|
|
(g)
|
|
Investment Management Agreement between the Registrant and Goldman Sachs Asset Management, L.P. (1)
|
|
(h)
|
|
Form of Underwriting Agreement. (1)
|
|
(i)
|
|
Not Applicable.
|
|
(j)
|
|
Custody Agreement between Registrant and State Street Bank and Trust Company. (1)
|
|
(k)(1)
|
|
Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. (1)
|
|
(k)(2)
|
|
Form of Administration Agreement between Registrant and State Street Bank and Trust Company. (1)
|
|
(k)(3)
|
|
License Agreement between the Registrant and the Goldman, Sachs & Co. (1)
|
|
(l)
|
|
Opinion and Consent of . (1)
|
|
(m)
|
|
Not Applicable.
|
|
(n)
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
(o)
|
|
Not Applicable.
|
|
(p)
|
|
Not Applicable.
|
|
(q)
|
|
Not Applicable.
|
|
(r)(1)
|
|
Code of Ethics of Registrant. (1)
|
|
(r)(2)
|
Code of Ethics of Goldman Sachs Asset Management, L.P. (1)
|
|
|
(1)
|
To be filed by amendment.
|
|
(2)
|
|
Item 26.
|
Marketing Arrangements
|
|
Item 27.
|
Other Expenses of Issuance and Distribution
|
|
Securities and Exchange Commission registration fee
|
$
|
|
||
|
listing fees
|
|
|||
|
Financial Industry Regulatory Authority fees
|
|
|||
|
Printing expenses
|
|
|||
|
Accounting fees and expenses
|
|
|||
|
Legal fees and expenses
|
|
|||
|
Miscellaneous
|
|
|||
|
Total
|
|
|||
|
Item 28.
|
Persons Controlled by or Under Common Control with Registrant
|
|
Item 29.
|
Number of Holders of Securities
|
|
Title of Class
|
Number of
Record Holders
|
|||
|
Common shares, par value $0.001 per share
|
||||
|
Item 30.
|
Indemnification
|
|
Item 31.
|
Business and Other Connections of Our Investment Adviser
|
|
Item 32.
|
Locations of Accounts and Records
|
|
(1)
|
the Registrant, Goldman Sachs Liberty Harbor Capital, LLC., c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282;
|
|
(3)
|
the Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110; and
|
|
(4)
|
|
Item 33.
|
Management Services
|
|
Item 34.
|
Undertakings
|
|
1.
|
The Registrant undertakes to suspend the offering of shares until the Prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the Prospectus.
|
|
|
2.
|
Not applicable.
|
|
|
3.
|
Not applicable.
|
|
|
4.
|
Not applicable.
|
|
|
5.
|
The Registrant undertakes that:
|
|
|
(a)
|
For the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and
|
|
|
(b)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
6.
|
Not applicable.
|
|
|
GOLDMAN SACHS LIBERTY HARBOR CAPITAL, LLC
|
||
|
By:
|
/s/ Brendan McGovern
|
|
|
Name:
|
||
|
Title:
|
Chief Executive Officer and President
|
|
|
Signature
|
Title
|
Date
|
|||
|
/s/ Brendan McGovern
|
|||||
|
Chief Executive Officer and President (Principal Executive Officer)
|
|||||
|
/s/ Jonathan Lamm
|
Chief Financial Officer and Treasurer | ||||
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||||
|
*
|
|||||
|
Ashok N. Bakhru
|
Manager
|
||||
|
*
|
|||||
|
John P. Coblentz, Jr.
|
Manager
|
||||
|
*
|
|||||
|
James A. McNamara
|
Manager
|
||||
|
*
|
|||||
|
Richard P. Strubel
|
Manager
|
| This ‘N-2’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/16 | 10-K, 4, 5 | |||
| 12/31/14 | ||||
| 1/1/14 | ||||
| 12/31/13 | ||||
| 4/1/13 | ||||
| Filed on: | 3/29/13 | 8-A12B, N-54A | ||
| 3/28/13 | ||||
| 2/28/13 | ||||
| 1/31/13 | ||||
| 1/1/13 | ||||
| 12/31/12 | ||||
| 11/15/12 | ||||
| 9/26/12 | ||||
| 8/13/12 | ||||
| 7/21/10 | ||||
| List all Filings | ||||