Attached files
Exhibit 10.1
GOLDMAN SACHS BDC, INC.
DIVIDEND REINVESTMENT PLAN
Amended as of May 2, 2016
Introduction
Under the Dividend Reinvestment Plan (the “Plan”) for Goldman Sachs BDC, Inc. (the “Company”), Dividends (as defined below) declared by its Board of Directors on shares of its Common Stock, par value $0.001 per share (each, a “Share” and, collectively “Shares”) will automatically be reinvested in additional Shares of the Company. Each registered shareholder may elect to have Dividends distributed in cash (i.e., “opt-out”) rather than participate in the Plan. For any registered shareholder that does not so elect (each, a “Participant” and collectively, “Participants”), Dividends on such shareholder’s Shares will be reinvested by Computershare Trust Company, N.A. (the “Plan Agent”), as agent for shareholders in administering the Plan, in additional Shares, as set forth below. Participation in the Plan is completely voluntary, and may be terminated or resumed at any time without penalty by, written notice if received and processed by the Plan Agent prior to the Dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared Dividend. Participants who hold their Shares through a broker or other nominee and who wish to elect to receive any Dividend in cash must contact their broker or nominee. For the avoidance of doubt, this Plan shall not apply to investors who purchased Shares prior to the Company’s initial public offering (“IPO”) with respect to such pre-IPO Shares. Additionally investors holding any Shares through private wealth management accounts with Goldman, Sachs & Co. will not be able to participate in the Plan with respect to such Shares.
Plan Details
| 1. | The Plan Agent will open an account for each holder of Shares under the Plan in the same name in which such holder of Shares is registered. Whenever the Company declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and Participants will receive the equivalent in Shares. The Shares will be acquired by the Plan Agent for the Participants’ accounts, depending upon the circumstances described below, either through (i) receipt of additional unissued, but authorized Shares from the Company (“Newly Issued Shares”) or (ii) by purchase of outstanding Shares on the open market (“Open Market Purchases”) on the New York Stock Exchange or elsewhere. |
| 2. | If, on the payment date for any Dividend, the most recently computed net asset value (“NAV”) per Share is equal to or less than the closing market price plus estimated per share fees (which include any applicable brokerage commissions the Plan Agent is required to pay) (such condition often referred to as a “premium”), the Plan Agent will invest the Dividend amount in Newly Issued Shares on behalf of the Participants. The number of Newly Issued Shares to be credited to each Participant’s account will be determined by dividing the dollar amount of the Dividend by the most recently computed NAV per Share; provided that, if the most recently computed NAV per Share is less than or equal to 95% of the closing market price on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Share on the payment date. If, on the payment date for any Dividend, the NAV per Share is greater than the closing market price per share plus per share fees (such condition referred to as a “market discount”), the Plan Agent will invest the Dividend amount in Shares acquired on behalf of the Participants in Open Market Purchases. |
In the event of a market discount on the payment date for any Dividend, the Plan Agent (or Plan Agent’s broker) will have until the last business day before the next date on which the Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Shares acquired in Open Market Purchases. Open Market Purchases may be made on any securities exchange where Shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. It is contemplated that the Company will pay quarterly Dividends. If, before the Plan Agent has completed its Open Market Purchases, the market price per Share exceeds the NAV per Share, the average per Share purchase price paid by the Plan Agent may exceed the NAV of the Shares, resulting in the acquisition of fewer Shares than if the Dividend had been paid in Newly Issued Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open Market Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent may cease making Open Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Shares at the most recently computed NAV per Share provided that, if the NAV per Share is less than or equal to 95% of the then current market price per Share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.
| 3. | The Plan Agent maintains all Participants’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by Participants for tax records. Shares in the account of each Participant will be held by the Plan Agent on behalf of the Participant in book entry form in the Plan Agent’s name or the Plan Agent’s nominee. Each shareholder proxy will include those Shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to Participants and vote proxies for Shares held under the Plan in accordance with the instructions of the Participants. |
| 4. | In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Shares certified from time to time by the record shareholder and held for the account of beneficial owners who participate in the Plan. |
| 5. | Any stock dividends or split of Shares distributed by the Company on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Company makes available to its shareholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant. |
| 6. | The Plan Agent’s fees for the handling of the reinvestment of Dividends will be paid by the Company. However, each Participant will pay a per Share (currently $0.05) fee incurred in connection with Open Market Purchases. The automatic reinvestment of Dividends will not relieve Participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividend. If a Participant elects by written notice to the Plan Agent to have the Plan Agent sell all or a part of his or her Shares and remit the proceeds to the Participant, the Plan Agent is authorized to deduct a $15 sales fee per trade and a per share brokerage commission of $0.12 from such proceeds. All per Share fees include any applicable brokerage commissions the Plan Agent is required to pay. |
| 7. | If a Participant elects by written notice to the Plan Agent to have the Plan Agent sell all or a part of his or her Shares and remit the proceeds to the Participant, the Plan Agent will process all sale instructions received no later than five (5) business days after the date on which the order is received. Such sale will be made through the Plan Agent’s broker on the relevant market and the sale price will not be determined until such time as the broker completes the sale. In each case, the price to each Participant shall be the weighted average sale price obtained by the Plan Agent’s broker net of fees for each aggregate order placed by the Plan Agent and executed by the broker. To maximize cost savings, the Plan Agent will seek to sell Shares in round lot transactions. For this purpose the Plan Agent may combine a Participant’s Shares with those of other selling Participants. |
| 8. | Each Participant may terminate (or resume) his or her account under the Plan by so notifying the Plan Agent in writing prior to the Dividend record date. Such termination (or resumption) will be effective immediately if received by the Plan Agent prior to any Dividend record date; otherwise such termination (or resumption) will be effective with respect to any subsequently declared Dividend. Upon any withdrawal or termination, the Plan Agent will cause to be delivered to each terminating Participant a statement of holdings for the appropriate number of the Company’s whole book-entry Shares and a check for the cash adjustment of any fractional share at the market value per Share as of the close of business on the day the termination is effective less any applicable fee. |
| 9. | The Company reserves the right to amend or terminate the Plan upon notice in writing to each Participant at least 30 days prior to any record date for the payment of any Dividend by the Company. There is no direct service charge to Participants with regard to purchases in the Plan; however, the Company reserves the right to amend the Plan to include a service charge payable by the Participants. Notice will be sent to Participants of any amendments as soon as practicable after such action by the Company. |
| 10. | All correspondence from a registered owner of Shares concerning the Plan should be directed to the Plan Agent at Computershare Trust Company, N.A, P.O. Box 30170, College Station, TX 77842-3170, with overnight correspondence being directed to the Plan Agent at Computershare Trust Company, N.A, 211 Quality Circle, Suite 210, College Station, TX 77845; by calling 855-807-2742; or through the Plan Agent’s website at www.computershare.com/investor. Participants who hold their Shares through a broker or other nominee should direct correspondence or questions concerning the Plan to their broker or nominee. |