ゴールドマン・サックスBDC 2026年第3四半期決算説明会：レバレッジ低下、ノンアクルーアル増加

主要なポイント

• ゴールドマン・サックスBDCの2026年第3四半期の純投資利益は3,530万ドル（1株当たり0.32ドル）となり、基本配当と同額を確保するとともに、簿価に対する年換算利回りは約10.9%となりました。
• 1株当たり純資産価値（NAV）は、第2四半期の12.06ドルから11.70ドルに減少しました。これは主に、少数の過去組成（オールドビンテージ）案件に集中した1株当たり0.36ドルの純実現損失および評価損によるものです。
• 返済の進捗や資産売却による負債削減を背景に、純負債・自己資本比率は1.35倍から1.21倍に低下しました。また、GSBDは約150万株の自社株を1,500万ドルで買い戻しました。
• 新規投資コミットメント額は、新規借り手7社を含むポートフォリオ企業14社に対して合計約4,100万ドルとなりました。新規ポートフォリオ企業向け投資はすべて第一順位担保付で、SOFRに対する加重平均スプレッドは約550ベーシス・ポイント（bp）でした。
• 信用リスクは上昇しました。公正価値ベースでの利息不計上投資の割合は2.9%から4.2%に上昇し、対象となるポートフォリオ企業数も10社から11社に増加しました。
• 取締役会は2026年第4四半期の基本配当を1株当たり0.32ドルとすることを決定しました。GSBDの当四半期末時点の未分配課税所得は9,670万ドル（1株当たり0.87ドル）となりました。

主要財務データ

事業および運用実績

GSBDのポートフォリオは引き続き資本構成の最上位に集中しており、公正価値ベースの投資の98.6%がシニア担保付債権で占められています。同社の4段階の内部格付けでは、ポートフォリオの約89.5%が概ね期待通りの実績を示す「2」に格付けされています。また、6.2%が「3」、4.3%が「4」と評価されました。

ポートフォリオ企業の加重平均EBITDAは約1億1,740万ドル、加重平均純負債/EBITDA倍率は6.3倍、インタレスト・カバレッジ・レシオは第2四半期の2.0倍から1.9倍へ低下しました。経営陣はこのカバレッジ低下について、広範な業績悪化によるものではなく、ポートフォリオの入れ替えによるものだと説明しています。両四半期を通じてポートフォリオにとどまった企業は、加重平均インタレスト・カバレッジが上昇しました。

同社は年間経常収益（ARR）連動型ローンへのエクスポージャー削減を継続しました。公正価値ベースでARRローンはポートフォリオの約7%を占め、2022年第3四半期の約39%から低下しました。当四半期中には、5,000万ドル近くのARRローンが額面通り全額返済されました。

新規コミットメント額は14社に対して合計約4,100万ドルとなりました。このうち7社がGSBDの新規借り手であり、新規ポートフォリオ企業向け投資はすべて第一順位担保付でした。SOFRに対する加重平均スプレッドは約550ベーシス・ポイントで、当四半期中に返済されたローンのスプレッドを小幅に上回りました。

正常債権デット投資の約98%が変動金利型です。経営陣は、基準金利の高水準推移は投資収益を下支えするものの、ポートフォリオ企業の借入コスト増加要因にもなり得ると述べています。

経営陣の見通し

経営陣は、レバレッジを大幅に引き上げるのではなく、継続的な返済による回収資金の再投資を中心に資本投下を行う方針です。同社は現在の1.21倍の純負債・自己資本比率を適正水準であると位置づけており、競争環境により市場条件がタイトな状態が続く中、厳選した投資姿勢を維持すると表明しました。

GSBDは、過去12四半期の実績に基づく算出方法により、2026年第4四半期の成功報酬は引き続き抑制された水準にとどまると見込んでいます。取締役会は、ポートフォリオの収益力、金利環境、会社の全体的な財務状況を踏まえ、四半期ごとに配当の検討を継続します。

経営陣は、ここ数カ月でディール活動や取引バックログの改善が見られ始めたものの、案件実行のタイミングは依然としてマクロ経済環境に左右されると強調しました。具体的な見通しは示さなかったものの、スポンサーが資金回収を目指すにつれて、プライベート・エクイティ関連の取引活動は時間の経過とともに活発化すると見込んでいます。

リスク要因と注視すべきポイント

• 利息不計上投資は公正価値の4.2%、償却原価の7.3%に増加しました。経営陣は、流動性の低いプライベート・クレジット・ポジションの正常化・回収にはかなりの時間を要する可能性があると指摘しました。
• NAVに対する下押し圧力は、引き続き少数の過去組成（オールドビンテージ）案件に集中しています。ポートフォリオの50%弱が2022年より前に組成された案件で構成されていますが、2026年中の返済の64%以上はこれらの過去組成案件からのものでした。
• 第3四半期の純投資利益は基本配当を賄うにとどまり、成功報酬は計上されませんでした。経営陣は、将来の不足分を補うバッファーとして、1株当たり0.87ドルの未分配課税所得の存在を挙げました。
• 米州におけるスポンサー主導のM&A取引高は第3四半期までの累計で前年同期比約13%減少しており、新規案件全体のパイが制限されました。
• プライベート・クレジット市場の一部では、依然として資金供給が投資対象資産を上回っており、スプレッドや融資条件に下押し圧力が生じています。

アナリスト質疑応答のハイライト

レバレッジと資本投下：経営陣はGSBDの現在のレバレッジ水準は適正であり、主に返済による回収資金を新規投資に再投資する方針であると述べました。資本投下は、魅力的なリスク調整後リターンが見込める機会を見出せるかどうかに左右されます。

利息不計上案件の解決：同社は問題案件のそれぞれについて、スポンサー、貸付人グループ、および自社の専任リストラクチャリング担当チームと連携して対応を進めています。経営陣は、投資対象が非公開かつ流動性が低いため、解決には時間を要すると注意を促しました。

配当カバレッジ：第4四半期の基本配当は1株当たり0.32ドルに据え置かれました。経営陣は第4四半期の成功報酬は引き続き抑制されると見込んでおり、9,670万ドルの未分配課税所得があることを強調する一方、今後の配当判断はポートフォリオの収益力および財務状況次第であると改めて説明しました。

案件組成の見通し：経営陣はここ数カ月でバックログが改善傾向にあると報告したものの、取引実行のタイミングを巡る不確実性は依然として残ると述べました。プライベート・エクイティ企業による資金返還ニーズが、時間の経過とともに取引活動を支援することになると予想しています。

決算説明会トランスクリプト全文

決算説明会の完全なトランスクリプト

経営陣による説明

Haley Neveen

Good morning, and thank you for joining us. My name is Haley Neveen, Head of the Investor Relations team for Goldman Sachs BDC, Inc., and I would like to welcome everyone to the Goldman Sachs BDC, Inc. Third Quarter 2026 Earnings Conference Call. [Operator Instructions].

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 beliefs regarding future events that, by their nature, are uncertain and outside of the company's control. The company's actual results and financial condition may differ possibly materially from what is indicated in those 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 audiocast 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.goldmansachsbdc.com under the Investor Resources section and which include reconciliations of non-GAAP measures to the most directly comparable GAAP measures. These documents should be reviewed in conjunction with the company's quarterly report on Form 10-Q filed yesterday with the SEC. This conference call is being recorded today, Friday, November 6, 2026, for replay purposes.

Now I'll turn the call over to Vivek Bantwal, Co-Chief Executive Officer of Goldman Sachs BDC, Inc.

Vivek Bantwal

Thank you, Haley. Good morning, everyone, and thank you for joining us for our third quarter earnings conference call. I'm here today with David Miller, my Co-Chief Executive Officer; Tucker Greene and Justin Betzen, our Co-Presidents and Co-Chief Operating Officers; and Stan Matuszewski, our Chief Financial Officer. This morning, you will hear from Justin for the first time. We're excited to have him here with us today and to join future earnings calls.

I'll begin with the quarter's highlights and our results. Justin will then walk through the market and our deployment activity. Tucker will cover the portfolio and credit quality, and Stan will take us through the quarter's financial results. To close, David will share some thoughts before we open the line for questions.

Last quarter, we laid out a clear set of priorities, and I'd like to start by updating you on our progress. First, we told you reducing leverage was a focus, and we followed through. Net debt to equity declined to 1.21x as of September 30, 2026, from 1.35x at the end of the second quarter. Second, while keeping a conservative approach to leverage, we continue to invest selectively in what remained an attractive environment for new loans. Originations outpaced last quarter's levels as we were able to invest in 7 new portfolio companies at a weighted average spread of approximately 550 basis points over SOFR. And third, to enhance shareholder value, we began executing on the share repurchase plan, buying back approximately $15 million of stock during the third quarter. In summary, each of these actions reflect the same priority, strengthening our balance sheet while staying disciplined in how we put capital to work.

Now let me turn to the results. For the third quarter, GSBD generated net investment income of $0.32 per share, in line with our base dividend, representing an annualized yield on book value of approximately 10.9%. Quarter-over-quarter, the results reflected a smaller portfolio size following our deleveraging and lower income resulting from investments placed on nonaccrual during the quarter. Those factors were partially offset by lower interest expense and management fees. Given these results, the Board has declared a fourth quarter 2026 base dividend of $0.32 per share payable to shareholders of record as of December 31, 2026. As a reminder, our Board continues to evaluate the dividend each quarter based on the earnings power of the portfolio, the rate environment and our overall financial position.

Net asset value ended the quarter at $11.70 per share compared with $12.06 at the end of the second quarter, driven primarily by realized and unrealized losses concentrated in a small number of older vintage positions. The credits that impacted this quarter's results reflect company-specific challenges rather than the broad macro environment. During the quarter, strong repayment and sales activity gave us capital to fund new investments, pay down debt and repurchase shares. Together, these actions optimize our balance sheet and position us to respond to attractive investment opportunities as they arise.

Turning to the broader environment. The macro backdrop continued to evolve this quarter. Inflation remained above the Federal Reserve's target range. The Fed raised rates in September for the first time since 2023, and geopolitical developments affected transaction timelines across the market. In our portfolio, roughly 98% of our performing debt is floating rate, so GSBD's investment income will benefit from higher base rates going forward. While higher rates could also raise borrowing costs for our portfolio companies, our current portfolio has been operating in a high base rate environment for several years now.

Many of these capital structures were put in place after base rates increased. So this rate environment was factored in from the outset. Although the interest coverage ratio marginally declined from 2.0x to 1.9x quarter-over-quarter, this was driven by a rotation of certain companies out of the portfolio and not underlying portfolio company stress. Excluding exited deals, companies that remained in the portfolio quarter-over-quarter saw an increase in the weighted average interest coverage.

Justin, the market shifted quite a bit over the course of the quarter. Can you talk about what we're seeing and how it shaped our deployment?

Justin Betzen

Happy to share my view, Vivek, and I'm very excited to be with you all here today. During the third quarter, new deal activity remained light with slower M&A as the market worked through the backdrop Vivek described. Even so, we were able to find attractive places to deploy with new commitments for the fund spanning both new borrowers and existing portfolio companies. Overall transaction volumes remain muted with sponsor M&A volume in the Americas down approximately 13% year-over-year through the third quarter.

For GSBD, a softer market rewards selectivity over volume. Transactions are still getting done and the breadth of our platform gives us access to differentiated opportunities. More broadly, the market followed more normalized dynamics this quarter compared with the dislocation we experienced in the first half. Much of the spread volatility we saw earlier in the year, including the software sell-off, proved largely technical rather than fundamental. As those concerns eased, conditions settled into a more balanced environment for both investors and borrowers.

However, software remains the exception where conditions are still more favorable to lenders. The software businesses coming to market are primarily high quality, and those deals are being done at wider spreads and with tighter terms than they would have commanded in prior vintages. What's driving the current pricing is the balance of supply and demand with more capital competing for a limited pool of transactions. Adding to that, the syndicated market was an attractive refinancing channel for direct lending borrowers this quarter with a record of approximately $11.8 billion of direct lending deals refinanced. This broadly syndicated activity is healthy for the market overall, and we compete well when sponsors are seeking certainty of execution, the ability to underwrite a full capital structure and a lender with deep industry expertise.

A good example this quarter was a sponsor-backed acquisition of an industrial services business, where our platform served as administrative agent and the largest lender in the financing. The opportunity came through collaboration with the broader GS ecosystem and our ability to make a large early commitment gave the sponsor certainty of execution, which positioned us to lead the transaction. The company provides nondiscretionary services that help protect and extend the life of critical industrial assets.

During the quarter, we made new investment commitments of approximately $41 million across 14 portfolio companies, 7 of which were new borrowers to GSBD. All new portfolio companies were first lien at a weighted average spread of approximately 550 basis points over SOFR, slightly wider than the loans that were repaid during the quarter. So even in a more competitive market, we continue to put capital to work at spreads at or above the deals we exited. There's been significant focus in the market on potential disruption from AI, but that's not what we're seeing across our portfolio. Across the private credit platform, broader AI spending is benefiting companies in multiple industries, including industrials, environmental services and businesses adjacent to direct AI investment, such as grid hardening.

Vivek, back to you.

Vivek Bantwal

Thanks, Justin. And one point here I want to emphasize. Amid the attention on private credit this year, our focus at GSBD remains on disciplined underwriting and ongoing portfolio management to support shareholder outcomes. Looking ahead, with the capacity we've created on the balance sheet, we're well positioned to be selective, finding the deals that strike the right balance between pricing and risk.

Tucker, could you walk us through how that discipline is reflected in the portfolio?

Tucker Greene

Thanks, Vivek. I'd like to start with one of the repayments Justin mentioned because it says a lot about how we've been managing the portfolio. This quarter, a recurring revenue loan of nearly $50 million was repaid in full at par, demonstrating our deliberate work to reduce ARR exposure over the past several years. The percentage of ARR loans is down from nearly 39% of the portfolio at fair value in the third quarter of 2022 to approximately 7% today, largely through repayments at par or conversions to traditional cash flow structures. As this quarter demonstrates, software refinancings are still getting done, and we remain focused on reducing that number further.

The portfolio remains positioned at the top of the capital structure with 98.6% in senior secured debt at fair value. Total investments were $2.9 billion at fair value spread across 168 portfolio companies in 41 industries. Yields were relatively steady. The weighted average yield on our debt and income-producing investments was 11.9% at fair value and 9.7% at amortized cost, up from 9.5% at amortized cost last quarter. The portfolio's weighted average EBITDA is approximately $117.4 million with weighted average net debt to EBITDA of 6.3x and interest coverage of 1.9x. And on that same basis, our companies have continued to grow both revenue and EBITDA.

On credit quality, the vast majority of the portfolio continues to perform as expected. 89.5% of the portfolio at fair value remains rated 2 on our internal 1 to 4 scale, meaning the borrower is generally performing as expected. Another 6.2% of the portfolio is rated 3, meaning risk has increased materially since origination. The remaining 4.3% is rated 4. Many of these are long-time watch list names we know well and have been monitoring closely.

Investments on nonaccrual status increased to approximately 4.2% of the portfolio at fair value from 2.9% last quarter and to 7.3% at amortized cost from 5% over the same period. During the quarter, investments in 2 portfolio companies as well as additional tranches in 2 existing nonaccrual names were placed on nonaccrual status, partially offset by investment that was restored to accrual status following improved performance. The number of portfolio companies with investments on nonaccrual status increased from 10 to 11. We're actively engaged on every one of these positions, and our focus is on maximizing recoveries for shareholders. Our experience with our dedicated restructuring team working through prior situations gives us confidence in that process.

Stan, can you take us through our financial results?

Stanley Matuszewski

Thank you, Tucker. I'll begin with an overview of leverage. As Vivek mentioned, our net debt-to-equity ratio was 1.21x as of September 30 compared to 1.35x at the end of the second quarter due to elevated sales and repayment activity. During the quarter, we repurchased about 1.5 million shares for approximately $15 million, which was accretive to net asset value per share. As a reminder, the Board has authorized a $75 million share repurchase program.

On earnings, third quarter GAAP after-tax net investment income was $35.3 million compared to $42.2 million in the second quarter. Total investment income was $75 million compared with $83.7 million last quarter. The decline reflected a smaller portfolio and the impact of investments placed on nonaccrual. Separately, interest and other debt expense declined to $29.1 million from $30.1 million and management fees declined to $7.7 million from $8.2 million. These partially offset the reduction in investment income.

Turning to the incentive fee, which Vivek mentioned earlier. It is meant to reflect performance over a longer period rather than any single quarter. Given the trailing 12-quarter results, no incentive fee was earned this quarter. As Vivek noted, net asset value per share declined $0.36 during the quarter, that was primarily driven by $0.36 per share of net realized and unrealized losses and the $0.03 per share second quarter supplemental distribution, partially offset by $0.03 of NAV accretion from share repurchases.

Net investment income was in line with our base dividend. We had approximately $96.7 million or $0.87 per share of undistributed taxable income at quarter end. Finally, we believe our liability structure remains a durable competitive advantage. At quarter end, we had just over $1 billion of remaining revolver capacity against approximately $1.7 billion of total outstanding debt principal with roughly 72% of that in unsecured debt.

With that, I'll turn it back to Vivek.

Vivek Bantwal

Thank you, Stan. To sum up, with leverage meaningfully lower, ample liquidity and a well-structured liability profile, we have real flexibility and in the current market, that flexibility is valuable. Our priorities are clear: work through the investments on nonaccrual to maximize recoveries, maintain a conservative balance sheet, deploy capital when risk-adjusted returns are compelling and continue to evaluate share repurchases against new investments.

Before we open the line for questions, I'd like to turn it over to David for some closing thoughts.

David Miller

Thank you, Vivek. I shared most of my reflections back in August, so I'll keep this brief. Our private credit platform is in very good hands. The bench here is as deep as any in the industry, and I've been fortunate to work alongside many of these colleagues for many years. To our Board, to our shareholders and most of all, to my colleagues. Thank you. I'll remain on the investment committee, so I'm not going far, and I look forward to watching this team's continued success.

Vivek, back to you.

Vivek Bantwal

Thank you, David. On behalf of everyone at this table and everyone who has worked alongside you, and thank you all for joining us this morning. With that, let's open the line for questions.

Operator

[Operator Instructions] We'll take our first question from Arren Cyganovich with Truist.

質疑応答

Arren Cyganovich

Maybe just talk to start about -- you deleveraged. You're talking about having additional room to, I guess, be a little bit more active on the origination side now that you have some capacity. You're at a kind of normal kind of leverage level now. It would just -- I'm assuming this would still just be kind of more like rotation for new investments versus actually expanding leverage from here. Is that correct?

Tucker Greene

Arren, it's Tucker. Yes, that's right. We're at a comfortable leverage level right now. We have continued repayments this quarter. So we're primarily looking at recycling into -- as long as the spread environment remains robust as we saw in the last quarter, spreads have tightened a bit, but we're looking at some pretty interesting opportunities to invest in. But we'll primarily do recycling as we look at repayments continue to come through.

Arren Cyganovich

Okay. And on the nonaccrual side, you're up to a fairly high level comparative to peers right now. I know you're working through some kind of legacy originations. Where would you say you are in that process of, I guess, rotating out of older positions that maybe you wouldn't have put on versus the rest of the portfolio?

Justin Betzen

Arren, it's Justin Betzen. On our nonaccruals, we added 2 names to nonaccrual this quarter. Then we added some additional tranches of existing names to nonaccrual, and we're actively focused on all of these names. And as you can imagine, given the nature of the illiquid private nature of the company, it takes a long time to work through.

We've got dedicated resources in-house to help us do that. We're actively engaged with sponsors and the lender group and actively working on all these situations. It just takes time to work through some of these, but we continue to be very focused on it. I think in terms of the legacy portfolio that you mentioned and kind of where are we on that? I think it's just under 50% of the total portfolio remains kind of the pre-2022 vintages. I also note that over 64% of our repayment activity this year has been from the older vintage.

Arren Cyganovich

Okay. And then just lastly, your earnings met the dividend this quarter, but there wasn't any incentive fee expense during this quarter, which is by design, and it's a good shareholder-friendly fee. I guess my question is that once that starts to kick back in, assuming you have a good performance ahead, it will be difficult to cover the dividend from this current level. What are your thoughts on dividend coverage into next year?

Stanley Matuszewski

Yes. So Arren, it's Sam Matuszewski. Just on the incentive fee, I agree with everything you said. And then looking at the 12-quarter look back, we do anticipate that, that incentive fee is going to be quite muted in the fourth quarter as well, as you may already know.

In terms of the dividend, so our Board of Directors already authorized a $0.32 per share dividend for December 31. And we are constantly assessing the earnings power of the platform as we think about coverage of that dividend going forward. As a reminder, we do have $97 million or $0.87 per share of spillover income. So we do think that, that provides a bridge for any shortfall. But as we think about it, we certainly intend to transparently communicate any changes in our dividend policy when appropriate.

Operator

We'll take our next question from Heli Sheth with Raymond James.

Heli Sheth

So on activity, what should we expect in terms of pacing for both repayments and originations for both the remainder of the year and into 2027? Obviously, 2026 was a pretty stagnant M&A environment. So are there -- what are the near-term catalysts that could drive more activity?

Vivek Bantwal

Yes. Listen, it's a good question. Look, obviously, we've had a few kind of different periods in terms of the macro as sort of the year has evolved, and it's, in fact, obviously still evolving with the elections this week and kind of the resulting impact on what we've seen in public equity markets. And so all of those things are going to sort of play through at a macro level. I'd say that from a deal perspective, in the last couple of months, actually, there has been kind of a healthy level of activity kind of starting to pick up from a backlog perspective.

As you know, there is a lag time between when these deals sort of come in the door versus when auctions conclude, purchase agreements get signed and the deals actually execute. And of course, the macro is going to have an impact on that. When you look year-over-year, sponsor M&A volume is lower. I think there is a sense that, that will turn around at some point because when you look at the age of historical vintages and you look at historical measures of DPI in the private equity community, they have lagged where they have been historically. And so there's a sense that as private equity firms kind of start to focus on returning capital to shareholders that they'll need to transact by selling things, which will then create the opportunity for other sponsors to sort of buy things.

That didn't happen this year because of that macro, but there's a sense that, that will happen. So it's a little bit hard to predict in any given month, what kind of that environment looks like. But the direction of travel, I think, is certainly as we look forward here, that we'll see more deals over time. In the meantime, I will say that we're very fortunate that given our origination funnel, the deals that we are seeing are actually very attractive and we really like them. So again, if we had a choice of there being more deals versus fewer, we'd be happy to see more good deals, but the deals that we are seeing are good deals, and we're happy to put capital to work in those.

Heli Sheth

Got it. And then a quick follow-up. I believe you mentioned on the repayments you're getting, you're redeploying at higher yields. Can you talk a little bit more about what trends you're seeing going forward in terms of the yields on repayments versus redeployments? Like do you continue to expect to redeploy at higher spreads? Or is that just kind of more in the near term?

Tucker Greene

It's largely dependent upon the capital markets and the competitive nature and how many deals are coming to market. I think in the last quarter, as we mentioned, we were able to deploy at very attractive yields relative to what was running off. The overall market remains relatively competitive from a capital standpoint. And so market terms continue to be pretty tight. I think the good thing, and as Vivek mentioned, our origination platform is unique. We do see some opportunities unique to our platform where we are able to get more attractive terms. But there still is a supply-demand imbalance in terms of capital and assets.

Operator

At this time, there are no further questions in queue. I will now turn it back to Vivek for any additional or closing remarks.

Vivek Bantwal

Thanks, everyone, for joining us. We look forward to following up. Have a good day.