Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On December 14, 2021, Brendan McGovern notified Goldman Sachs BDC, Inc. (the
"Company") of his intention to retire from his position as Chief Executive
Officer and President of the Company. Mr. McGovern will cease serving as the
Company's principal executive officer, Chief Executive Officer and President,
effective on or about March 14, 2022, or such earlier date as the Company's
board of directors may determine. Mr. McGovern's retirement is not the result of
any disagreement with the Company. To assist in an orderly transition,
Mr. McGovern will continue serving in his current role during the transition
period.
On December 16, 2021, the board of directors of the Company appointed Alex Chi,
age 48, and David Miller, age 52, as co-Chief Executive Officers and
co-Presidents, effective on or about March 14, 2022, or such earlier date as the
Company's board of directors may determine. Mr. Chi and Mr. Miller were also
appointed as the Company's co-principal executive officers, succeeding
Mr. McGovern. Mr. Chi and Mr. Miller were also appointed as co-Chief Executive
Officers and co-Presidents of Goldman Sachs Private Middle Market Credit LLC and
Goldman Sachs Private Middle Market Credit II LLC.
Mr. Chi is co-head of Goldman Sachs Asset Management Private Credit in the
Americas. Before assuming his current role, Mr. Chi spent 25 years in Goldman
Sachs's Investment Banking Division. Mr. Chi worked in the Financial and
Strategic Investors Group from 2006 to 2019, managing Goldman Sachs's
relationships with private equity and related portfolio company clients. Prior
to that, Mr. Chi worked in Leveraged Finance, where he spent six years
structuring and executing leveraged loan and high yield debt financings for
corporate and private equity clients across industries. He also spent three
years in Asia focused on mergers and acquisitions and corporate finance
transactions. Alex was named managing director in 2006 and partner in 2012.
Mr. Miller is co-head of Goldman Sachs Asset Management Private Credit in the
Americas. He has spent his nearly 30-year career as an investor in middle market
companies and has originated billions of dollars in commitments across all
industries to companies in various stages of the lifecycle. He co-founded in
2004 Goldman Sachs's middle market origination effort investing primarily firm
capital and has led that business since 2013. Prior to joining Goldman Sachs in
2004, David was senior vice president of originations for GE Capital, where he
was responsible for structuring and originating loans in the media and
telecommunications sectors. Previously, David was a director at SunTrust Bank,
responsible for originating and managing a portfolio of middle market loans.
David was named managing director in 2012 and partner in 2014.
Neither Mr. Chi nor Mr. Miller has any family relationships with any current
director, executive officer, or person nominated to become a director or
executive officer, of the Company, and there are no transactions or proposed
transactions, to which the Company is a party, or intended to be a party, in
which Mr. Chi or Mr. Miller have, or will have, a material interest subject to
Item 404(a) of Regulation S-K.
On December 20, 2021, the Company issued a press release announcing the details
of Mr. McGovern's retirement and the appointment of Mr. Chi and Mr. Miller as
co-Chief Executive Officers, co-Presidents and co-principal executive officers.
The text of the press release is included as Exhibit 99.1 to this Current Report
on Form 8-K (this "Report") and is incorporated by reference herein.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 16, 2021, the board of directors of the Company adopted and approved
the Company's Amended and Restated Bylaws, effective as of such date, to permit
the board of directors of the Company to appoint one or more Chief Executive
Officers, Presidents, Chief Financial Officers, Chief Compliance Officers, Chief
Operating Officers, Treasurers and/or Secretaries. A copy of the Amended and
Restated Bylaws is attached to this Report as Exhibit 3.1, which is incorporated
by reference herein.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Description
3.1 Amended and Restated Bylaws of Goldman Sachs BDC, Inc.
99.1 Press Release of Goldman Sachs BDC, Inc., dated December 20, 2021
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