12/05/2025 | Press release | Distributed by Public on 12/05/2025 12:51
| Item 3.02 |
Unregistered Sales of Equity Securities |
On December 1, 2025, Goldman Sachs Real Estate Finance Trust Inc (the "Company") sold unregistered shares of its common stock (the "Shares") pursuant to its ongoing private offering (the "Offering"). The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The following table details the Shares sold:
|
Title of Securities* |
Number of Shares Sold | Aggregate Consideration | ||||||
|
Class I Common Stock |
739,622.900 | $ | 18,534,950 | |||||
|
Class S Common Stock |
119,674.263 | $ | 3,014,105 | (1) | ||||
|
Class F-IICommon Stock |
998,402.556 | $ | 25,000,000 | |||||
| (1) |
Includes upfront selling commissions of $19,855. |
| * |
The Company views the different series of common stock (Series T, Series S, Series D and Series I) as being part of the same single class of common stock. However, in order to mirror common industry terminology, the Company refers to these separate series of common stock as "classes." |
The sale of the Shares in the Offering was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act).
| Item 8.01 |
Other Events |
Distributions
On or about December 10, 2025, the Company will pay distributions per share for each outstanding class of its common stock for the month of November 2025 in the net distribution amounts set forth below.
| Class S | Class I | Non-Voting | Class F-I | |||
|
$0.1485 |
$0.1660 |
$0.1660 | $0.2122 |
The net distribution for each class of common stock consists of a regular gross distribution reduced by any class-specific accruals allocable to the class and is payable to stockholders of record as of the close of business on November 30, 2025 (the "Record Date"). As of the Record Date, the Company had no outstanding shares of Class T, Class D and Class F-IIcommon stock. These distributions will be paid in cash or reinvested in the applicable class of common stock for stockholders participating in the Company's distribution reinvestment plan.
Loan Originations
Houston Multifamily 1
On November 21, 2025, the Company originated a $43.9 million floating rate, first mortgage loan collateralized by a 432-unitmultifamily property located in Houston, Texas ("Houston Multifamily 1"). The mortgage loan is intended to facilitate the acquisition of the property. The initial term of the loan is three years and provides for two one-yearextension options, subject to the satisfaction of certain pre-definedconditions by the borrower. Monthly payments consist of interest only at a rate of one-monthterm Secured Overnight Financing Rate ("SOFR") plus 2.30%.
Houston Multifamily 2
On December 2, 2025, the Company originated a $38.6 million floating rate, first mortgage loan collateralized by a 327-unitmultifamily property located in Houston, Texas ("Houston Multifamily 2"). The mortgage loan is intended to facilitate the acquisition of the property. The initial term of the loan is three years and provides for two one-yearextension options, subject to the satisfaction of certain pre-definedconditions by the borrower. Monthly payments consist of interest only at a rate of one-monthterm SOFR plus 2.30%.
External Advisor Update
Effective December 1, 2025, Goldman Sachs & Co. LLC ("GS & Co."), an affiliate of The Goldman Sachs Group, Inc. (together with its affiliates, "Goldman Sachs") which has served as the Company's external adviser, entered into an assignment agreement with Goldman Sachs Asset Management, L.P. ("GSAM") pursuant to which GS & Co. assigned all of its rights, duties, liabilities and obligations under the advisory agreement between the Company and GS & Co. to GSAM. GSAM, also a Goldman Sachs affiliate, is a Delaware limited partnership and a registered investment adviser overseeing more than $2 trillion in assets under management.
This assignment is part of an internal business reorganization within Goldman Sachs Asset Management. Importantly, while the assignment has resulted in a change of the legal entity serving as the Company's external adviser, the assignment is not expected to result in any change in the Company's day-to-daymanagement and operations. For example, the composition of the investment committee that oversees the adviser's real estate investment activities is not expected to change as a result of the assignment. In connection with the assignment, the sub-advisoryagreement between GS & Co. and GSAM under which GS & Co. delegated to GSAM its duty to act as investment manager for the Company's portfolio of real estate-related securities is no longer required and is therefore terminated.