Goldman Sachs BDC, Inc.

Good morning. This is Erica, and I will be your conference facilitator today. I would like to welcome everyone to the Goldman Sachs BDC, Inc. Second Quarter 2021 Earnings Conference Call. Please note that all participants will be in a listen-only mode until the end of the call when we will open up the line for questions. Before we begin today's call, I would like to remind our listeners that today's remarks may include forward-looking statements. These statements represent the company's belief regarding future events that by their nature are uncertain and outside of the company's control. The company's actual results and financial conditions may differ, possibly materially, from what is indicated in these forward-looking statements as a result of a number of factors, including those described from time to time in the company's SEC filings. This audio cast is copyrighted material of Goldman Sachs BDC, Inc. and may not be duplicated, reproduced, or rebroadcast without our consent. Yesterday, after the market closed, the company issued an earnings press release and posted a supplemental earnings presentation, both of which can be found on the homepage of our website at www.goldmansaxbbc.com under the Investor Resources section and which include Reconciliations of Non-Gap Measures to the Most Directly Comparable Gap Measures. These documents should be reviewed in conjunction with the company's Form 10-Q filed yesterday with the SEC. This conference call is being recorded today, Friday, August 6, 2021, for replay purposes. I will now turn the call over to Brendan McGovern, Chief Executive Officer of Goldman Sachs BDC.

Thank you, Erica. Good morning, everyone, and thank you for joining us for our second quarter earnings conference call. With me on the call today is John Yoder, our Chief Operating Officer, and Joe DiMaria, our Interim Chief Financial Officer. I'll begin the call by providing a brief overview of our second quarter results, and I'll hit on some platform highlights to give you a sense of how the team is navigating the current market environment. I'll then turn the call over to John to describe our portfolio activity in more detail. And finally, Joe will take us through our financial results before we open the line for Q&A. So with that, let's get to our second quarter results. Net investment income per share was $0.57. Excluding the impact of asset acquisition accounting in connection with the merger with MMLC, Q2 adjusted net investment income was $0.48 per share, reflecting a continuation of strong operating trends in the business. Net asset value per share increased to $16.05 per share as of June 30th, an improvement of approximately 30 basis points from the end of the first quarter. Against an accommodative overall market backdrop, the NAV increase resulted from ongoing stable to improving performance in our portfolio companies, offset slightly by the impact of the $0.05 per share special dividend paid during the quarter. As we announced after the market closed yesterday, our Board declared a $0.45 per share dividend payable to shareholders on record as of September 30, 2021. The last of the three $0.05 per share special dividends we declared in November of 2020 will be paid on September 15th, 2021 to shareholders of record as of August 16th, 2021. On our last earnings conference call in May, we described a healthy and overall active market environment that was characterized by strong capital markets activity as the economy continued to rebound from the depths of the COVID-19 health crisis. Notably, we anticipated a continuation of elevated prepayment activity in our portfolio, as our favorite sector exposures, such as software, healthcare technology, and healthcare services, have demonstrated resilience throughout the pandemic. And as a result, names in our portfolio are ripe targets in an active M&A and refinancing environment. Indeed, this repayment trend did continue in Q2. For the third consecutive quarter, GSBD experienced a new high watermark for repayment activity, which amounted to $277 million of market value across 12 different portfolio companies this quarter. Fortunately, our powerful origination engine has largely kept pace during this active repayment environment. Gross originations for the first half of the year represented record levels for the company. And notably, as we look at our forward pipeline, we expect to resume balance sheet growth in the back half of the year, moving closer to more normalized net debt to equity ratios from this quarter end level of 0.91 times. In this competitive environment, we are extremely focused on maintaining investment discipline. For example, and consistent with our history, none of our investment activity this quarter was in so-called covenant life structures. Furthermore, in certain positions where we were the incumbent lender, we opted not to roll into new deals that did not meet our standards for risk-reward characteristics, sometimes based on rate and other times based on structure and document integrity. From time to time, companies in our portfolio grow to a size and scale that allows them to access the lower cost of capital and looser terms often associated with the syndicated markets. In these scenarios, we've generally opted to recycle the capital back into our platform, trusting that our market presence and reach will enable us to originate new loans to middle market businesses that do meet our criteria. As evidence of our discipline, yields on new originations this quarter of 8.1% were roughly equivalent to repayment yields of 8.2%. Furthermore, and despite the significant growth of our platform's overall capital base over the last several years, we have maintained our focus on direct originations to middle market businesses, and we have generally avoided competition with syndications. I'd note that the median EBITDA of a company in our portfolio this quarter was $38 million, evidence of our continued focus on the part of the market that we currently believe offers the best value proposition for our stakeholders. We believe this discipline has and will continue to bear fruit. Asset quality at GSBD remained strong. There were no new non-accruals in the quarter, and overall non-accruals represented 0.0% and 0.3% of the total investment portfolio at fair value and amortized cost, respectively. Suffice to say, we are keeping our eye on the long-term prospects of the business and opting to focus on high-quality businesses with capital structures and stewardship that we believe can withstand a variety of market environments. Switching gears and moving to the personnel front, we disclosed and informed 8K on July 19th that Carmine Rossetti will become this company's chief financial officer effective November 2021. Carmine previously served as GSBD's principal accounting officer from May 2017 to March 2020, and we are extremely excited to welcome him back to the organization. I'd like to thank Joe DiMaria for his focus and diligence as the interim CFO over the past several months. Clearly, the business has not skipped a beat as we await Carmine's start date, which is a testament to Joe and his capabilities. With that, let me turn it over to John Yoder.

All right. Thanks, Brendan. As Brendan mentioned, the continued strong capital markets environment during the quarter enabled the team to again be active on the new origination front. Our new investment commitments remain focused on first lien senior secured loans in covenanted structures. During the quarter, we made 16 new investment commitments amounting to $369 million, six of which were to new portfolio companies and 10 that were to existing portfolio companies. As Brennan mentioned, sales and repayment activity totaled $277 million, driven by the full repayment of investments in 12 portfolio companies. Turning to portfolio composition, at the end of the quarter, Total investments in our portfolio were just under $3.2 billion at fair value, comprised of 96.8% in senior secured loans. This included 80.1% in first lien, 4.4% in first lien last out unit tranche, and 12.4% in second lien debt, as well as a negligible amount in unsecured debt and 3.1% in preferred and common stock. We also had $377 million of unfunded commitments as of the end of the quarter, which brought total investments and commitments to just over $3.5 billion. As of the quarter end, the company had 114 portfolio companies operating across 37 different industries, and the weighted average yield of our investment portfolio at cost at the end of the quarter was 8.4%, which was the same as at the end of the first quarter. So turning to credit quality, the underlying performance of our portfolio companies overall was stable quarter over quarter. The weighted average net debt to EBITDA of the companies in the portfolio was 5.9 times at quarter end, which is a slight improvement from six times at the end of the last quarter. The weighted average interest coverage of the companies in our investment portfolio was 2.6 times, again, a slight improvement from the 2.5 times at the end of the prior quarter. As of June 30th, Investments on non-accrual status decreased to 0.0% and 0.3% of the total investment portfolio at fair value and amortized cost respectively, down from 0.3% and 0.7% as of the end of Q1. This decline in non-accruals is primarily a result of the repayment of our investment in GK Holdings. On June 11th, GK Holdings consummated a merger with a competitor in conjunction with incremental capital from a SPAC. As a result, GSBD received partial repayments on both first lien and second lien positions and received past due interest on the first lien position. In addition, GSBD rolled a portion of the existing loan into a new loan to the combined company, which is called Skillsoft, in a deleveraged structure. Subsequent to quarter end, Skillsoft refinanced its capital structure and repaid that remaining loan. So as a result of these transactions, we have fully exited our investment. And while we're never pleased to place an investment on non-accrual, we do think that this transaction is a demonstration of the care and effort that we put into our underperforming positions. In this case, our recovery on this investment allowed us to earn an IRR of approximately 6% since inception on our investment to GK Holdings, which began in 2015. I'll now turn the call to Joe to walk through our financial results.

Thank you, John. We ended the second quarter of 2021 with total portfolio investments at fair value of nearly $3.2 billion, outstanding debt of $1.58 billion, and net assets of $1.63 billion. We also ended the second quarter with a net debt-to-equity ratio of 0.91 times, down from 0.96 at the end of the first quarter. At quarter end, 63% of the company's outstanding borrowings were unsecured debt and $1.1 billion of capacity was available under GSBD's secured revolving credit facility. Following the close of the quarter, the company engaged its lender group to discuss an extension of the maturity on the revolving credit facility, which is currently set for February 2025. Given the company's current debt position and available borrowing capacity, we continue to feel we have ample ability to fund new investment opportunities with borrowings under our credit facility. Before continuing to the income statement, as a reminder, in addition to GAAP financial measures, we will also reference certain non-GAAP or adjusted measures. This is intended to make GSBD's financial results easier to compare to the results prior to our October 2020 merger with MMLC. In connection with the merger, purchase discount was written off and is subsequently amortized. These non-GAAP measures remove the amortization impact from our financial results. For Q2 2021, GAAP and adjusted after-tax net investment income were $58.2 million and $48.8 million, respectively, as compared to $57.6 million and $48.4 million, respectively, in the prior quarter. The increase quarter over quarter was primarily due to an increase in accelerated accretion related to repayments. On a per share basis, GAAP and adjusted net investment income were $0.57 and $0.48 per weighted average share, respectively, both consistent with the first quarter of 2021. Distributions during the quarter totaled $0.50, consisting of the $0.45 regular distribution declared in May and paid on July 27, as well as the second of three $0.05 special distributions, which was paid on June 15. As Brendan noted, we will be paying the final special dividend on September 15 to eligible holders of record. Earnings per share were $0.54 for the quarter, fully covering both the regular and special distributions mentioned earlier. This contributed to a net increase in net asset value per share of $0.05, with ending NAV per share of $16.05, representing a 31 basis point increase quarter over quarter. And with that, I'll turn it back to Brendan for closing remarks.

Thanks, Joe. In conclusion, thank you all for joining us for our call. We believe the current market environment is an attractive one for our company. The strengthening domestic economy provides a stable backdrop for growth and opportunity at our portfolio companies, and we remain confident that our platform will continue to compete well for new lending opportunities owing to our targeted approach and attractive segments of the middle market. As always, I'd like to thank all of you for the privilege of managing your capital. And with that, Erica, let's open the line for questions.

Ladies and gentlemen, we will now take a moment to compile the Q&A roster. If you would like to ask a question during this time, simply press star and the number 1 on your telephone keypad. If you would like to withdraw your question, press the pound key. If you are asking a question on a hands-free unit or speaker phone, we would like to request that you pick up your handset when asking your question.

And there are currently no questions at this time. Why don't we give it a second, Erica?

And again, that is star one, if you would like to ask a question at this time. You do have a question in queue from Aaron Zaginovich with Citi.

Thanks. Just talk a little bit about the competitive environment a little bit more. I know you mentioned it in your prepared remarks, but maybe just discuss what you're seeing from a quarter-to-quarter standpoint. Is there any growing intensity? And with still a lot of dry powder out there, is there essentially too much capital chasing too few deal opportunities?

Yeah, look, thanks, Andrew. I appreciate the question. I think it's probably the most common question we get. I think it's most on top of investors' minds, investing in the private credit space. And as a general matter, look, this is always a competitive business. I don't think there's been a point in time in the company's life cycle where that wasn't a topic that we were well focused on. And I think our job here is to make sure we're leveraging the power of our platform, our origination capabilities to find the best opportunities for maintaining discipline as is appropriate in this space and finding those niche areas that continue to be ones. And I think, suffice to say, the current environment, I would say, is more competitive than most environments have been in different points of time. And I think that does ebb and flow over different periods of time. Coming into the COVID crisis back in the late back half of 2019, we probably would have said the same thing. I think there was certainly hope that there would be a little bit of a washout over the course of 2020 where credit differentiation and platform performance might win the day with more discipline to allocation of capital. But I think there's been just such a general reflation of the capital markets that that more natural organic flush out frankly just didn't really take place as we would have hoped or expected. And I do think in certain parts of the market, there's probably a bit more capital than there has been historically. I think that's most notable in the upper segments of the middle market. I think there's been certain platforms that have been able to grow and scale their business. And I think when you find yourself with a bit more capital than opportunity, the general playbook is try to be a bit more efficient, lending to bigger businesses where you can write bigger check sizes and is going to be a heck of a lot more efficient than playing the words where we tend to fish, which is really the heart of the middle market. As we talked about on the call, the focus of the platform continues to be that heart of the middle market, that business that does maybe up to 50 of EBITDA, focusing on sectors where there can be bigger capital structures in parts of, for example, the technology and software space, but the nature of the underwrite, the nature of the growth trajectory of those businesses requires a little bit of a more structured credit investment, and we've been doing that for quite a long period of time. Even in those bigger cap opportunities, our history, our position in that market allows us to continue to be quite successful there. And so I think, again, I think when you sort of try to quantitatively look at what's going on in the book, I think investors should be encouraged by by what they see. Our discipline certainly is coming true in the form of very, very strong credit quality, as we've described, no new non-accruals, very low, frankly, market value zero non-accruals within the business. When you look at an environment where we are seeing significant repayments, the fact that we're able to effectively keep pace with those repayments and do so at yields that are consistent with what's coming out of the book which, of course, those are 2017, 2018 vintage deals that are now coming out of the book. We're able to maintain the overall profile of the book in a way that I think should give investors some positive feelings, notwithstanding a lot of commentary around the more competitive parts of the market. We continue to scale the platform. We continue to have access to a lot of capital, but we've scaled the platform thoughtfully and in a way that allows us to continue to execute in the part of the market where we've been quite successful for a long period of time.

Thanks. I know this is a little bit different than what we've been seeing with rates recently. It looks like they're a bit higher today on the long end. How are you positioned for whenever rates rise? A lot of middle market BDC loans have floors? What percentage of your portfolio has floors and do you have any that are under 1%?

Yeah. If you look across the portfolio, the average floor on the portfolio is 98 basis points. I think something like 96% of our book has a floor of one. So I think that's a good thing. That obviously reflects the ability to achieve a better economic outcome in an environment where rates are quite, quite low and sort of a bit unnaturally depressed. And at the same time, as you know, Aaron, we've been active on the financing side. There's been a significant, I would say, opening up of the unsecured debt capital markets available to companies in this space. And we've always been quite prudent about balancing and having diversified sources of capital in our business. Today, two-thirds of our liability structure is in fixed-rate unsecured debt. And so that puts us in a good spot in a rising rate environment. And as you know, Aaron, in our Ks and Qs, we do give sensitivity tables. So when you think about our exposure today with LIBOR where it is, The initial move up in LIBOR is actually a little bit of a headwind, where because we do have floors on the vast majority of our loans, our assets won't re-rate higher in terms of overall yield, but about a third of our financing structure would go higher. But it does become an inflection point where there's a significant and substantial benefit based on the current structure that we have today, where should there continue to be a march upward in the right environment, that's probably what most people would be predicting, there would be substantial benefits in that investment income to the company.

Okay. Thank you.

Thank you.

Your next question is from Finan O'Shea with Wells Fargo Securities.

Hi, everyone. Good morning. Brendan, I think you've partially answered my question there with Aaron. your new origination roughly matching the roll-off of the 2017-2018 vintages, which is great. And just, I guess, can you comment on how, you know, I think repays will remain pretty strong, maybe not as strong as they have in the past few quarters, as you said, but strong. You know, is this something you think you can kind of keep going in the current environment, say, on your guidance for the rest of the year in terms of new origination and repays?

Yeah, look, when we look at the, as I mentioned in the prepared marks, there's been three consecutive quarters of increase in highs of repayments. That's a good thing when you're making loans. You like to see that capital come back to you. That's obviously a sign of of good discipline and good underwriting, but I think in the environment that you and Aaron and others are focused on certainly does create a challenge that we have to rise up and meet here. So our focus has been on maintaining that discipline, not just growing the balance sheet for the sake of growing the balance sheet while we have capacity in this environment. And I think, yes, we've been able to maintain basically the overall balance sheet composition, of course, the run rate income has been positive. As we sit here today and look at the pipelines, I do think that we will start to see a bit of a moderation, at least in the short term, of some of that repayment activity relative to our pipeline of investment activity, and that should give rise to some portfolio growth. One thing I would note when you look at our numbers, this quarter, you will see probably a little bit of an unusually high amount of unfunded commitments compared to fund commitments in the portfolio. That's just a little bit of a quirk of timing where we had a couple of deals at quarter end where we had committed, but the fundings didn't take place to a couple of weeks later. So we do have visibility into that trend. So I do think we'll be able to grow the portfolio a bit deeper into our target leverage this quarter. And again, without really I think having to change our discipline and where we're focused on an overall basis. So that should be a positive. Long term, of course, it gets a little bit more challenging to predict those sorts of things. But I think in addition to the overall capital markets environment, which is quite busy, as people know, coupled with, as I mentioned, our portfolio exposures today happen to be in sectors that are performing well and therefore are targets for new M&A. I do think there's also a little bit of a platform vintage element where a lot of our new private capital formation and new growth took place in that 2016, 2017, 2018 time period. So there's a significant uptick in overall platform originations during that period. And we're naturally starting to see that roll off, which probably makes us a bit over-indexed than maybe the broader market to the current repayment environment. So I think that vintage element, I think, Finn, should start to moderate as well. And I think that should, again, give a bit more confidence in the overall portfolio growth opportunities.

Great. And then just a follow-on, I guess a two-part question on Pluralsight. First is it looks like a pretty good-sized bite for you guys, about $60 million. maybe my frame of reference is off with the MMLC merger, but is that sort of a big hold, or is that sort of the new, are you going to start doing 50s and 60s with a new capital base? And then the second part of the question is, this is, you know, this was a very big enterprise value. I'm not sure it has EBITDA, so it doesn't throw off your you're 38 million average, but, um, you know, yeah, I guess would you comment like, does this, um, does this indicate you going more up market, uh, even though you're, you're still able to advertise the, the sort of middle market EBITDA, um, uh, threshold?

Yeah, no, good, good, good, good question. You know, Pluralsight, uh, you know, certainly, uh, uh, an interesting and really attractive opportunity. This is a, LIBOR plus 800 piece of paper for a transaction that was a take private of a public company with Vista as a sponsor here. So I think that take private of a public company created a pretty interesting and unique dynamic in terms of how the sponsor here sought to finance this business and quite a large recurring revenue structure where I think when you think about the uniqueness of that structure, I think the appropriate approach on the part of the sponsor here was to have probably a broader syndicate of investors than might other be the case in a smaller type of ARR deal, ensuring that they had the adequate capacity and that they certainly needed a committed financing to get the transaction done. And so in this case, across our platform, the total exposure was a multiple of the 60 that we see in the BDC. I think we're the third largest lender in the syndicate of lenders in this particular transaction. So I think it speaks to the range of opportunities that were able to originate on the platform. We've, as you know, Hitfin, been early and focused on attractive themes within enterprise software for quite a long time. And I've gained a significant amount of market share within that space. And so from time to time, I think notwithstanding a general focus on smaller businesses, we will see opportunities that are large but large and also quite attractive I think in this case you know the the library plus 800 for what is a you know a public marker value here give us a loan to value here and that you know in around the you know the 25 28 percent range really attractive risk reward opportunity and I think as a platform a lot of capabilities with it with it within the space so I wouldn't I wouldn't fin you know take this to mean that there's any shift in In our approach to bigger businesses, bigger capital structures, I think this is a unique way to source an opportunity where, given the public-to-private nature, the take private of a public company, a pretty unique lending opportunity.

Very well. That's all from me. Thanks so much.

Thanks, Ben.

And as a reminder, if you would like to ask a question at this time, simply press star, then the number 1 on your telephone keypad. At this time, there are no further questions. Please continue with any closing remarks.

Thanks, Erica. And, of course, thank you all for joining us on a summer Friday. As always, we appreciate your time, attention, and questions. And if you have any additional questions, please don't hesitate to reach out directly to the management team. Hope everybody enjoys a happy and healthy, safe rest of your summer, and look forward to catching up soon.

Ladies and gentlemen, this desk includes the Goldman Sachs BBC Inc. Second Quarter 2021 Earnings Conference Call. Thank you for your participation. You may now disconnect.