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Goldman Sachs Real Estate Finance Trust Inc

200 West Street, New York, New York 10282

Via EDGAR

September 6, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 3010CF/AD8

Washington, DC 20549

Attn: David Link

 Ruairi Regan

 Peter McPhun

 Shannon Menjivar

Re:  Goldman Sachs Real Estate Finance Trust Inc

 Registration Statement on Form 10

 Filed July 16, 2024

 File No. 000-56667

Ladies and Gentlemen:

This letter sets forth the response of Goldman Sachs Real Estate Finance Trust Inc, a Maryland corporation (the “Company”), to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated August 9, 2024, pertaining to the Registration Statement on Form 10 (the “Registration Statement”) that was submitted to the SEC on July 16, 2024. The Company has prepared and submitted herewith Amendment No. 1 (“Am. No. 1”) to the Registration Statement in response to the comments from the Staff. We have included the Staff’s comments below, followed by the Company’s responses thereto.

Registration Statement on Form 10

General

1.Please note that your registration statement becomes effective automatically 60 days after its initial filing. You will then be subject to the reporting requirements of the Exchange Act of 1934 even if comments remain outstanding. In that case consider withdrawing the Form 10 before it becomes effective automatically and submitting a new registration statement when you respond to our comments.

Response:  The Company notes the effective date of the Registration Statement and is prepared to begin meeting its reporting obligations of the Exchange Act of 1934 upon effectiveness.

Temporary Strategies, page 13

2.Please state whether the Adviser may change your investment strategy without shareholder notice or consent. If true, please also provide risk factor disclosure.

Response:  The Company has revised the disclosure in response to the Staff’s comment to clarify that a temporary departure from the Company’s investment strategy would be made in the sole discretion of the Adviser, without notice to or consent from stockholders, based on the Adviser’s outlook of economic and market conditions.  In addition, the Company has revised the following risk factor as marked to show deletions and additions in response to the Staff’s comment:

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 6, 2024

Page 2

We may change Our investment and operational policies may change without stockholder consent.

We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than, the types of investments described in this Form 10. Our board of directors has approved very broad investment guidelines with which we must comply, but these guidelines provide the Adviser with broad discretion and can be changed by our board of directors. In addition, during periods in which the Adviser, in its sole discretion, determines that economic or market conditions are unfavorable to investors and a defensive strategy would benefit us, we may temporarily depart from our board-approved investment strategy and may invest a substantial portion of our assets in the following assets: U.S. government securities; non-U.S. government securities that have received the highest investment grade credit rating; certificates of deposit issued against funds deposited in a bank or a savings and loan association; commercial paper; bankers’ acceptances; fixed time deposits; shares of money market funds; credit-linked notes; repurchase agreements with respect to any of the foregoing; or any other fixed income securities that the Adviser considers consistent with this strategy. The use of these alternative strategies by the Adviser may be implemented without notice to or receipt of consent from our stockholders.  A change in our investment strategy may, among other things, increase our exposure to real estate market fluctuations, default risk and interest rate risk, all of which could materially affect our results of operations and financial condition.

Ownership Structure, page 15

3.Please revise the chart on page 16 to show the ownership by GS Fund Holdings, L.L.C. and the percentage ownership of the various entities identified. Clarify the references to GS REFT Investments LP and GS REFT Investments Holdings LLC.

Response:  The Company has revised the ownership structure chart to include footnotes disclosing the requested information in response to the Staff’s comment.

Security Ownership of Certain Beneficial Owners, page 110

4.Please identify clearly all natural persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares held by the shareholder.

Response: The Company has revised the disclosure in response to the Staff’s comment.  GS Fund Holdings L.L.C. (“GS Fund Holdings”) is an indirect wholly owned subsidiary of the Goldman Sachs Group, Inc. and the decisions with respect to the voting and investment power of the shares of the Company’s stock will be made by the Investment Committee of Goldman Sachs Asset Management Real Estate, as those terms are defined in the Form 10, who make decisions by majority vote.  As a result, no single natural person is deemed a beneficial owner of the share held by GS Fund Holdings.

The Company believes this view is consistent with the Staff's position in The Southland Corp. SEC No-Action Letter (July 8, 1987, publicly available August 10, 1987). In that No-Action Letter, the Staff concurred in the view that no individual should be deemed the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), of shares of common stock held by certain employee benefit plans of The Southland Corporation solely by virtue of the fact that such individual was a trustee of any such plan or a director of the company. Five trustees, who could only act by majority vote, administered each such plan. No trustee could act individually to vote or sell shares held by the plans. The Company also notes that the “rule of three,” as articulated by Romeo & Dye in The Section 16 Treatise and Reporting Guide, 5th Edition, in its analysis of beneficial ownership under Section

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 6, 2024

Page 3

13(d) of the Exchange Act, based on The Southland Corp. No-Action Letter supports this view. As the “rule of three” is stated therein, "where voting and investment decisions regarding an entity's portfolio securities are made by three or more individuals, and a voting or investment decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's portfolio securities" for purposes of Section 13(d) of the Exchange Act.

Net Asset Value Calculation and Valuation Guidelines, page 148

5.We note your use of periodic NAV to calculate certain fees and for pricing your share repurchase plan. Please provide us, on a supplemental basis, with your template for future NAV disclosures. Additionally, please confirm that when you include an estimate of NAV in your filings you will include the supporting disclosures referenced in CF Disclosure Guidance Topic No. 6.

Response: Please find enclosed as Appendix A the template for the Company’s future NAV disclosures.    The Company confirms that the supporting disclosures referenced in CF Disclosure Guidance Topic No. 6 (“Topic 6”), including those related to operating properties to the extent applicable, will be included on a quarterly basis as contemplated in Topic 6 in connection with the disclosure of the Company’s NAV.   We note that as the Company intends to invest in commercial real estate loans as opposed to operating properties its NAV template does not include those supporting disclosures contemplated by Topic 6 applicable to operating properties.

6.We note your disclosure that if the transaction price is not made available on or before the eighth business day before the first calendar day of the month, or a previously disclosed transaction price for that month is changed, then we will provide notice of such transaction price directly to subscribing investors when such transaction price is made available. Please clarify how you will communicate such NAV pricing directly to investors.

Response:  The disclosure has been updated to clarify that an update to the transaction price will be provided to subscribing stockholders through a communication to their financial representative.

Share Repurchase Plan, page 167

7.Please be advised that you are responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase plan. We urge you to consider all the elements of your share repurchase plan in determining whether the plan is consistent with relief granted by the Division of Corporation Finance in prior no action letters. To the extent you are relying on Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN REIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26, 2017), or Black Creek Diversified Property Fund Inc. (Letter dated September 1, 2017) please provide us with an analysis as to how your program is consistent with such relief. To the extent you have questions as to whether the plan is entirely consistent with the relief previously granted by the Division of Corporation Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.

Response: The Company acknowledges that it is responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to its share repurchase plan (the “Repurchase Plan”). The Company believes its Repurchase Plan is consistent with the relief granted by the Division of Corporation Finance in prior no-action letters. In particular, the Company is relying on the no-action relief granted to Blackstone Real Estate Income Trust, Inc. (letter dated September 12, 2016) and to a limited extent with respect to quarterly repurchases, Griffin Capital Essential Asset REIT II (letter dated September 20, 2017). By way of illustration, set forth below is a table that shows the key features underlying the relief granted to Blackstone Real Estate Income Trust, Inc. (“Blackstone”) and a comparison of the features in the Repurchase Plan.

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 6, 2024

Page 4

Key Features of Blackstone Plan Comparative Features of the Company’s Plan

•All material information relating to the Repurchase Plan will be fully and timely disclosed to all stockholders. The terms of the Repurchase Plan will be fully disclosed in the prospectus as well as any prospectus used for subsequent offerings, and the NAV per share for each class will always be available on the Company’s website and toll-free information line.

 •All material information relating to the Repurchase Plan will be fully and timely disclosed to all stockholders. The terms of the Repurchase Plan will be fully disclosed in the private placement memorandum as well as filed as an exhibit to the Company’s periodic reports and required disclosures will also be made in current and/or periodic reports once the Company has a class of equity securities registered pursuant to the Exchange Act. The Company will also send any communications required under the Repurchase Plan. Further, the most recently determined NAV per share for each series of the Company’s common stock will always be available on the Company’s toll-free information line.

•The Company will not solicit repurchases under the Repurchase Plan other than through the prospectus for the Offering and prospectus supplements disclosing the Transaction Price and NAV per share of each class of shares. Stockholders desiring to request repurchase of all or a portion of their shares will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating repurchases under the Repurchase Plan will be ministerial.

 •The Company will not solicit repurchases under the Repurchase Plan other than through the private placement memorandum and any supplements thereto.  The Company will also make required disclosures in current and/or quarterly reports, and the Company will send any communications required under the Repurchase Plan.  Although the Company may communicate with large stockholders in order to forecast and prepare for redemption requests, stockholders desiring to request the repurchase of all or a portion of their shares will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating repurchases under the Repurchase Plan will be ministerial.

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 6, 2024

Page 5

•The shares will be repurchased monthly under the Repurchase Plan at a price which will generally be equal to the NAV per share for the applicable class of shares for the prior month, and the Company will file prospectus supplements with the Commission with such frequency as is required by the Securities Act disclosing the historical NAV per share of each class of shares and also provide each month the Transaction Price and the NAV per share for each class of shares on its website and toll-free information line. Subject to the terms of the Repurchase Plan, the Company will be obligated to repurchase shares at the Transaction Price per share for the applicable class of shares.

 •Shares will be repurchased quarterly under the Repurchase Plan at a price which will generally be equal to the NAV per share for the applicable series of shares for the prior month, and the Company provides each month the transaction price per share for each series of shares on the Company’s telephone line and with an investor’s financial representative. Subject to the terms of the Repurchase Plan, the Company will repurchase shares at the transaction price per share for the applicable series of the Company’s common stock.1

•Repurchases will be made on a monthly basis. The repurchase price normally will be paid in cash no later than three business days following the last calendar day of the applicable month and will be the same for all shares of the same class repurchased on a given month.

 •Repurchases will be made on a quarterly basis. The repurchase price normally will be paid in cash within three business days following the last calendar day of the applicable quarter and will be the same for all shares of the same series repurchased on a given quarter, subject to any Early Repurchase Deduction.1

•Repurchases under the Repurchase Plan will be limited in any calendar month to shares whose aggregate value (based on the repurchase price per share for the month the repurchase is effected) is 2% of the combined NAV of all classes of shares as of the last calendar day of the previous month and will be limited in any calendar quarter to shares whose aggregate value (based on the repurchase price per share for the month the repurchase is effected) is 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter.

 •With respect to the Company’s Repurchase Plan, the aggregate NAV of total repurchases of Series T, Series S, Series D and Series I shares (based on the price at which the share