03/19/2026 | Press release | Distributed by Public on 03/19/2026 13:49
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant. |
On March 13, 2026, REFT Spruce Street LLC ("Seller"), an indirect, wholly-owned subsidiary of Goldman Sachs Real Estate Finance Trust Inc (the "Company"), entered into an Uncommitted Master Repurchase Agreement (together with the related transaction documents, the "Repurchase Agreement"), with Banco Santander, S.A., New York Branch ("Santander"), as a buyer (in such capacity, "Buyer"), to finance the acquisition and origination by Seller of mortgage loans (including mortgage loans combined with mezzanine loans) and senior participation interests satisfying certain conditions set forth in the Repurchase Agreement. The Repurchase Agreement provides for asset purchases by the Buyers of up to $500 million (the "Facility").
Advances under the Repurchase Agreement accrue interest at a per annum rate equal to the Term Secured Overnight Financing Rate ("SOFR") for a one-monthperiod plus a spread as agreed upon by Santander and Seller for each transaction. The initial maturity date of the Facility is March 13, 2029, subject to (i) an option by Seller to extend the term for successive one-yearextension periods, which extensions may be approved in Santander's discretion and upon the satisfaction of certain customary conditions set forth in the Repurchase Agreement, and (ii) a single twelve-month wind-down period, subject to satisfaction of certain conditions set forth in the Repurchase Agreement.
In connection with the Repurchase Agreement, the Company provided a Guaranty (the "Guaranty"), under which the Company guarantees up to a maximum liability of 25% of the outstanding purchase price, accrued interest, fees, and other amounts due from Seller under the Repurchase Agreement. The Guaranty may become full recourse to the Company upon the occurrence of certain events, including voluntary bankruptcy filings, collusion in involuntary bankruptcy filings, or a breach of separateness covenants resulting in substantive consolidation. The Company is also liable under the Guaranty for actual losses, damages, costs and expenses incurred by Buyer resulting from customary "bad boy" events as described in the Guaranty.
The Repurchase Agreement and the Guaranty contain representations, warranties, covenants (including financial covenants), events of default and indemnities that are customary for similar repurchase facilities.