高盛BDC 2026年第三季法說會：槓桿下降，不計息資產上升

重點摘要

• 高盛 BDC（Goldman Sachs BDC）2026 年第三季淨投資收益為 3,530 萬美元，每股為 0.32 美元，剛好符合其基本股利，折合帳面價值年化殖利率約為 10.9%。
• 每股淨資產價值（NAV）從第二季的 12.06 美元降至 11.70 美元，主要原因是每股產生 0.36 美元的已實現與未實現淨虧損，且這些虧損集中於少數較早期發行的投資項目。
• 隨著還款與資產出售帶動負債減少，淨負債對權益比率從 1.35 倍降至 1.21 倍。此外，GSBD 亦斥資 1,500 萬美元買回約 150 萬股。
• 對 14 家投組公司的新增投資承諾總額約為 4,100 萬美元，其中包括 7 家新借款人。所有新增的投組公司均為第一順位留置權投資，相較於 SOFR 的加權平均利差約為 550 個基點。
• 信用風險上升：以公允價值計的停息投資占投組比重從 2.9% 升至 4.2%，受影響的投組公司數量則由 10 家增至 11 家。
• 董事會宣布 2026 年第四季基本股利為每股 0.32 美元。截至本季末，GSBD 擁有 9,670 萬美元（即每股 0.87 美元）的未分配應稅收入。

關鍵財務數據

業務與營運表現

GSBD 的投組仍高度集中於資本結構的最頂層，以公允價值計算，有 98.6% 的投資屬於第一受償順位擔保債務。在公司內部的 4 級評等體系中，約 89.5% 的投組被評為第 2 級，代表表現大致符合預期；另有 6.2% 被評為第 3 級，4.3% 被評為第 4 級。

投組公司的加權平均 EBITDA 約為 1.174 億美元，加權平均淨負債對 EBITDA 比率為 6.3 倍，利息覆蓋率為 1.9 倍（低於第二季的 2.0 倍）。管理階層將覆蓋率下降歸因於投組輪動，而非普遍性的營運壓力。兩季均留在投組中的公司，其加權平均利息覆蓋率則呈現上升。

該公司持續降低年度經常性收入（ARR）貸款的曝險。以公允價值計算，ARR 貸款約占投組的 7%，低於 2022 年第三季的近 39%。本季內，一筆近 5,000 萬美元的 ARR 貸款已按面額全額償還。

對 14 家公司的新增承諾投資總額約為 4,100 萬美元。其中 7 家為 GSBD 的新借款人，且所有新增投組公司皆為第一順位留置權投資。相較於 SOFR，約 550 個基點的加權平均利差略高於本季已償還貸款的利差。

正常履約債務投資中約有 98% 採用浮動利率。管理階層表示，較高的基準利率應能支撐投資收益，但同時也可能增加投組公司的借貸成本。

管理階層展望

管理階層預期，資金配置將主要聚焦於將持續收回的還款資金重新再投資，而非大幅提高槓桿率。公司表示目前 1.21 倍的淨負債對權益比率處於舒適區間，並稱在市場競爭激烈導致交易條件緊縮的情況下，仍將維持嚴格篩選的態度。

GSBD 預期，受過去 12 個季度表現計算方式影響，2026 年第四季的激勵費用仍將維持在低檔。董事會將持續根據投組的獲利能力、利率水準及公司的整體財務狀況，於每季對股利進行評估。

管理階層表示，近幾個月來併購交易活動與待執行交易量已開始改善，但強調執行時程仍取決於總體經濟環境。隨著私募基金發起人（sponsors）尋求返還資本，預期未來私募股權交易活動將會增加，但未提供具體預測。

風險與關注焦點

• 停息投資占公允價值比重升至 4.2%，占攤銷後成本比重升至 7.3%。管理階層指出，處理流動性較差的私募信貸部位可能需要相當長的時間。
• NAV 面臨的壓力仍集中在少數較早期的投資部位。投組中略低於 50% 的部位屬於 2022 年以前發行的資產，儘管 2026 年期間有超過 64% 的還款來自這些較早期的投資。
• 第三季淨投資收益僅勉強支應基本股利，且未賺得激勵費用。管理階層指出，每股 0.87 美元的未分配應稅收入，可在未來出現缺口時作為潛在緩衝。
• 截至第三季，美洲地區由私募基金發起人主導的併購交易量年減約 13%，限制了新交易的整體規模。
• 在部分私募信貸市場中，資金供給持續高於可用資產，對利差與放款條件構成壓力。

分析師問答重點

槓桿與資金配置：管理階層表示，GSBD 對目前的槓桿水準感到滿意，後續將主要把還款所得資金重新投入新項目。資金配置將取決於能否尋獲具備優異風險調整後報酬的投資機會。

停息部位處置：公司正針對各個受困部位，與私募基金發起人、貸款人團體及專門的重組資源密切合作。管理階層提醒，由於底層投資屬於未公開且缺乏流動性的資產，處置需要相當時間。

股利覆蓋率：第四季基本股利維持在每股 0.32 美元。管理階層預期第四季激勵費用仍將維持低檔，並強調擁有 9,670 萬美元的未分配應稅收入，同時重申未來的股利決策將取決於投組的獲利能力與財務狀況。

新案承作展望：管理階層表示近幾個月的待執行交易量有所改善，但交易時程的不確定性依然存在。其預期隨著私募股權公司返還資本的需求浮現，後續將對交易活動帶來支撐。

電話會議完整逐字稿

完整財報電話會議逐字稿

管理層陳述

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.

分析師問答

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.