☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of ~~August 9,~~November 8, 2022, there were ~~11,366,534~~12,930,858 units of the limited liability company's common units outstanding.

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2021, and our quarterly ~~report~~reports on Form 10-Q for the ~~quarter~~quarters ended March 31, 2022 and June 30, 2022, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

• the impact of the ~~novel~~ coronavirus ("COVID-19") pandemic or any future pandemic or epidemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;

• changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the COVID-19 pandemic or any future pandemic or epidemic;

• uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;

• the dependence of our future success on the general economy and its impact on the industries in which we invest;

• the ability of our current and prospective portfolio companies to achieve their objectives;

• the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser ~~(the “Investment Adviser”)~~ of the Company;

• changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);

• the timing of cash flows, if any, from the operations of our portfolio companies;

• the effect of changes in tax laws and regulations and interpretations thereof;

• our ability to maintain our status as a BDC and as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

• actual and potential conflicts of interest with the Investment Adviser and its affiliates;

• the ability of the Investment Adviser to attract and retain highly talented professionals;

• the impact on our business from new or amended legislation or ~~regulations;~~regulations, including the Inflation Reduction Act of 2022;

• the availability of credit and/or our ability to access the equity and capital markets;

• currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

• the impact of inflation and the risk of recession on our portfolio companies;

• the impact of interruptions in the supply chain on our portfolio companies; and

• the increased public scrutiny of and regulation related to corporate social responsibility.


	June 30, 2022 (Unaudited)		December 31, 2021		September 30, 2022 (Unaudited)			December 31, 2021
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $2,651,397 and $2,308,568)	$	2,639,345	$	2,311,044
Investments in affiliated money market fund (cost of $1,047 and $—)		1,047		—
Non-controlled/non-affiliated investments (cost of $2,760,130 and $2,308,568)					$	2,726,145		$	2,311,044
Investments in affiliated money market fund (cost of $66,170 and $—)						66,170			—
Cash		50,052		31,602		17,931			31,602
Receivable for investments sold		2,864		1,099
Receivable for common units sold		629		—
Interest and dividends receivable		31,446		22,973		25,974			22,973
Deferred financing costs		8,843		7,695		8,045			7,695
Other assets		2,475		18		2,408			1,117
Total assets	$	2,736,701	$	2,374,431	$	2,846,673		$	2,374,431
Liabilities
Debt	$	1,594,763	$	1,325,737	$	1,562,697		$	1,325,737
Interest and other debt expenses payable		12,025		8,669		18,830			8,669
Management fees payable		3,954		3,762		4,353			3,762
Incentive fees payable		27,179		20,834		29,893			20,834
Payable for investments purchased		2,855		124
Distribution payable		—		28,363		—			28,363
Accrued expenses and other liabilities		1,415		1,794		4,351			1,918
Total liabilities	$	1,642,191	$	1,389,283	$	1,620,124		$	1,389,283
Commitments and contingencies (Note 7)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—	$	—	$	—		$	—
Common units (11,366,534 and 10,296,662 units issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		1,084,276		980,969
Distributable earnings		10,234		4,179
Common units (12,930,858 and 10,296,662 units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)						1,231,857			980,969
Distributable earnings (loss)						(5,308	)		4,179
Total members’ capital	$	1,094,510	$	985,148	$	1,226,549		$	985,148
Total liabilities and members’ capital	$	2,736,701	$	2,374,431	$	2,846,673		$	2,374,431
Net asset value per unit	$	96.29	$	95.68	$	94.85		$	95.68

The accompanying notes are part of these unaudited consolidated financial statements.


	For the Three Months Ended						For the Six Months Ended					For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021		September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	46,509		$	28,983		$	89,643		$	55,788	$	60,036		$	36,544		$	149,679		$	92,332
Payment-in-kind		3,527			1,478			6,418			1,639		4,348			2,033			10,766			3,672
Other income		855			479			1,697			999		931			591			2,628			1,590
From non-controlled affiliated investments:
Dividend income													240			—			240			—
Total investment income	$	50,891		$	30,940		$	97,758		$	58,426	$	65,555		$	39,168		$	163,313		$	97,594
Expenses:
Interest and other debt expenses	$	14,992		$	7,470		$	27,141		$	13,420	$	21,769		$	9,109		$	48,910		$	22,529
Management fees		3,954			2,585			7,705			4,934		4,353			3,306			12,058			8,240
Incentive fees		2,352			4,407			6,345			11,759		2,714			4,501			9,059			16,260
Professional fees		322			296			726			784		398			262			1,124			1,046
Directors’ fees		72			90			143			180		74			91			217			271
Other general and administrative expenses		633			585			1,249			1,125		565			543			1,814			1,668
Total expenses	$	22,325		$	15,433		$	43,309		$	32,202	$	29,873		$	17,812		$	73,182		$	50,014
Net investment income	$	28,566		$	15,507		$	54,449		$	26,224	$	35,682		$	21,356		$	90,131		$	47,580

Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(5,325	)	$	32		$	(5,325	)	$	29	$	(1	)	$	93		$	(5,326	)	$	122
Foreign currency transactions		(1	)		2			(1	)		—		(112	)		—			(113	)		—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(11,013	)		3,987			(14,528	)		10,335		(21,933	)		4,173			(36,461	)		14,508
Foreign currency translations		1,031			—			1,453			—		1,606			—			3,059			—
Net realized and unrealized gains (losses)	$	(15,308	)	$	4,021		$	(18,401	)	$	10,364	$	(20,440	)	$	4,266		$	(38,841	)	$	14,630
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		69			(46	)		(94	)		11		133			(117	)		39			(106	)
Net increase in members’ capital from operations	$	13,327		$	19,482		$	35,954		$	36,599	$	15,375		$	25,505		$	51,329		$	62,104
Weighted average units outstanding		10,414,230			6,464,651			10,355,771			6,446,186		12,029,671			8,437,071			10,919,869			7,117,107
Net investment income per unit (basic and diluted)	$	2.74		$	2.40		$	5.26		$	4.07	$	2.97		$	2.53		$	8.25		$	6.69
Earnings per unit (basic and diluted)	$	1.28		$	3.01		$	3.47		$	5.68	$	1.28		$	3.02		$	4.70		$	8.73

The accompanying notes are part of these unaudited consolidated financial statements.


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021

Members’ capital at beginning of period	$	1,007,775		$	630,137		$	985,148		$	613,020		$	1,094,510		$	742,211		$	985,148		$	613,020
Increase in members’ capital from operations:
Net investment income	$	28,566		$	15,507		$	54,449		$	26,224		$	35,682		$	21,356		$	90,131		$	47,580
Net realized gain (loss)		(5,326	)		34			(5,326	)		29			(113	)		93			(5,439	)		122
Net change in unrealized appreciation (depreciation)		(9,982	)		3,987			(13,075	)		10,335			(20,327	)		4,173			(33,402	)		14,508
(Provision) benefit for unrealized appreciation/depreciation on investments		69			(46	)		(94	)		11			133			(117	)		39			(106	)
Net increase in members’ capital from operations	$	13,327		$	19,482		$	35,954		$	36,599		$	15,375		$	25,505		$	51,329		$	62,104
Distributions to unitholders from:
Distributable earnings	$	(29,899	)	$	(18,094	)	$	(29,899	)	$	(18,094	)	$	(30,917	)	$	(19,915	)	$	(60,816	)	$	(38,009	)
Total distributions to unitholders	$	(29,899	)	$	(18,094	)	$	(29,899	)	$	(18,094	)	$	(30,917	)	$	(19,915	)	$	(60,816	)	$	(38,009	)
Capital transactions:
Issuance of units	$	103,307		$	110,686		$	103,307		$	110,686		$	147,581		$	265,646		$	250,888		$	376,332
Net increase in members’ capital from capital transactions	$	103,307		$	110,686		$	103,307		$	110,686		$	147,581		$	265,646		$	250,888		$	376,332
Total increase in members’ capital	$	86,735		$	112,074		$	109,362		$	129,191		$	132,039		$	271,236		$	241,401		$	400,427
Members’ capital at end of period	$	1,094,510		$	742,211		$	1,094,510		$	742,211		$	1,226,549		$	1,013,447		$	1,226,549		$	1,013,447
Distributions per unit	$	2.90		$	2.82		$	2.90		$	2.82		$	2.72		$	2.64		$	5.62		$	5.46

The accompanying notes are part of these unaudited consolidated financial statements.


	For the Six Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021

Cash flows from operating activities:
Net increase in Members’ Capital from operations:	$	35,954		$	36,599		$	51,329		$	62,104
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(404,540	)		(528,035	)		(579,106	)		(1,027,118	)
Payment-in-kind interest capitalized		(6,470	)		(1,601	)		(10,815	)		(3,636	)
Investments in affiliated money market fund, net		(1,047	)		—			(66,170	)		—
Proceeds from sales of investments and principal repayments		67,404			169,299			142,187			297,851
Net realized (gain) loss on investments		5,325			(29	)
Net realized (gain) loss								5,326			(122	)
Net change in unrealized (appreciation) depreciation on investments		14,528			(10,335	)		36,461			(14,508	)
Net change in unrealized (appreciation) depreciation on foreign currency transactions		24			—			7			—
Amortization of premium and accretion of discount, net		(4,547	)		(5,041	)		(9,154	)		(8,310	)
Amortization of deferred financing costs		1,647			1,959			2,488			2,655
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(1,765	)		(121	)
(Increase) decrease in receivable for common units sold		(629	)		(5,381	)
(Increase) decrease in interest and dividends receivable		(8,473	)		(2,482	)		(3,001	)		(7,335	)
(Increase) decrease in other assets		(2,457	)		(52	)		(1,291	)		(4,174	)
Increase (decrease) in interest and other debt expenses payable		3,356			2,819			10,161			4,870
Increase (decrease) in management fees payable		192			337			591			1,058
Increase (decrease) in incentive fees payable		6,345			11,759			9,059			16,260
Increase (decrease) in payable for investments purchased		2,731			19,046
Increase (decrease) in accrued expenses and other liabilities		(379	)		708			2,433			1,068
Net cash provided by (used for) operating activities	$	(292,801	)	$	(310,551	)	$	(409,495	)	$	(679,337	)
Cash flows from financing activities:
Proceeds from issuance of common units	$	103,307		$	110,686		$	250,888		$	376,332
Offering costs paid		—			(240	)		—			(240	)
Distributions paid		(58,262	)		(31,892	)		(89,179	)		(51,807	)
Financing costs paid		(2,796	)		(4,757	)		(2,838	)		(6,286	)
Borrowings on debt		398,026			896,120			513,036			1,419,168
Repayments of debt		(129,000	)		(512,750	)		(276,076	)		(945,150	)
Net cash provided by (used for) financing activities	$	311,275		$	457,167		$	395,831		$	792,017
Net increase (decrease) in cash		18,474			146,616		$	(13,664	)	$	112,680
Effect of foreign exchange rate changes on cash and cash equivalents		(24	)		—			(7	)		—
Cash, beginning of period		31,602			8,709			31,602			8,709
Cash, end of period	$	50,052		$	155,325		$	17,931		$	121,389
Supplemental and non-cash activities
Interest expense paid	$	21,023		$	8,000		$	34,602		$	14,010
Exchange of investments							$	80,545		$	—

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity		Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity		Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 234.84%
1st Lien/Senior Secured Debt - 215.25%
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	8.00%	L + 5.75%	1.00%	11/06/26	$		8,589	$	8,493		$	8,482		(1) (2) (3) (4)	Professional Services	9.42%	L + 5.75%	11/06/26	$		8,567	$	8,476		$	8,460		(1) (2) (3) (4)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	9.50%	P + 4.75%		11/06/26			1,059		510			509		(1) (2) (3) (4) (5)	Professional Services	11.00%	P + 4.75%	11/06/26			1,059		627			625		(1) (2) (3) (4) (5)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	9.50%	P + 4.75%		11/06/26	CAD		128		101			98		(1) (2) (3) (4)	Professional Services	11.00%	CDN P + 4.75%	11/06/26	CAD		128		101			91		(1) (2) (3) (4)
3SI Security Systems, Inc.	Commercial Services & Supplies	8.06%	L + 6.00%	1.00%	06/16/23			2,085		2,061			2,069		(3) (4)	Commercial Services & Supplies	10.07%	L + 6.50%	06/16/23			2,085		2,061			2,069		(3) (4)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27			14,741		14,448			14,778		(2) (3) (4)	Software	8.54%	L + 6.25%	03/10/27			14,704		14,426			14,410		(2) (3) (4)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27			2,759		1,518			1,552		(2) (3) (4) (5)	Software	8.54%	L + 6.25%	03/10/27			2,755		1,516			1,486		(2) (3) (4) (5)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		L + 6.25%	1.00%	03/10/27			1,100		(22	)		3		(2) (3) (4) (5)	Software		L + 6.25%	03/10/27			1,100		(21	)		(22	)	(2) (3) (4) (5)
Acquia, Inc.	Software	8.12%	L + 7.00%	1.00%	10/31/25			24,940		24,565			24,379		(2) (3) (4)	Software	9.63%	L + 7.00%	10/31/25			24,940		24,590			24,379		(2) (3) (4)
Acquia, Inc.	Software	9.07%	L + 7.00%	1.00%	10/31/25			1,933		206			188		(2) (3) (4) (5)	Software	10.16%	L + 7.00%	10/31/25			1,933		765			745		(2) (3) (4) (5)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	7.63%	S + 6.00%	0.75%	05/08/28			24,190		23,716			23,706		(2) (3)	Diversified Financial Services	7.63%	S + 6.00%	05/08/28			24,190		23,732			23,706		(2) (3) (4)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	0.75%	05/08/28			2,330		(45	)		(47	)	(2) (3) (5)	Diversified Financial Services		S + 6.00%	05/08/28			2,330		(44	)		(47	)	(2) (3) (4) (5)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	0.75%	05/08/28			6,510		(63	)		(65	)	(2) (3) (5)	Diversified Financial Services		S + 6.00%	05/08/28			6,510		(61	)		(130	)	(2) (3) (4) (5)
Apptio, Inc.	IT Services	7.25%	L + 6.00%	1.00%	01/10/25			26,813		26,257			26,813		(3) (4)	IT Services	8.46%	L + 6.00%	01/10/25			26,813		26,308			26,545		(3) (4)
Apptio, Inc.	IT Services	7.25%	L + 6.00%	1.00%	01/10/25			769		290			308		(3) (4) (5)	IT Services	8.46%	L + 6.00%	01/10/25			769		292			300		(3) (4) (5)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	8.19%	S + 7.00%	1.00%	07/01/26			35,280		34,675			34,663		(2) (3) (4)	Software	10.22%	S + 7.00%	07/01/26			35,280		34,708			34,574		(2) (3) (4)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	10.09%	S + 8.00%	1.00%	07/01/26			2,127		2,127			2,153		(2) (3) (4)	Software	10.79%	S + 8.00%	07/01/26			2,127		2,127			2,148		(2) (3) (4)
AQ Helios Buyer, Inc. (dba SurePoint)	Software		S + 7.00%	1.00%	07/01/26			5,900		—			74		(2) (4) (5)	Software	11.46%	S + 8.00%	07/01/26			5,900		895			954		(2) (3) (4) (5)
AQ Helios Buyer, Inc. (dba SurePoint)	Software		S + 7.00%	1.00%	07/01/26			4,160		(67	)		(73	)	(2) (3) (4) (5)	Software		S + 7.00%	07/01/26			4,160		(63	)		(83	)	(2) (3) (4) (5)
Argos Health Holdings, Inc	Health Care Providers & Services	6.46%	L + 5.50%	0.75%	12/03/27			19,850		19,485			19,453		(2) (3) (4)	Health Care Providers & Services	8.13%	L + 5.50%	12/03/27			19,800		19,451			19,404		(2) (3) (4)
Aria Systems, Inc.	Diversified Financial Services	8.64%	S + 7.00%	1.00%	06/30/26			22,744		22,405			22,460		(2) (3) (4)	Diversified Financial Services	9.57%	S + 7.00%	06/30/26			24,749		24,403			24,439		(2) (3) (4)
Aria Systems, Inc.	Diversified Financial Services	8.64%	S + 7.00%	1.00%	06/30/26			2,051		2,024			2,004		(2) (3) (4)
Assembly Intermediate LLC	Diversified Consumer Services	9.88%	L + 7.00%	1.00%	10/19/27			39,908		39,185			39,310		(2) (3) (4)	Diversified Consumer Services	9.38%	L + 6.50%	10/19/27			39,908		39,213			39,310		(2) (3) (4)
Assembly Intermediate LLC	Diversified Consumer Services	9.25%	L + 7.00%	1.00%	10/19/27			9,977		2,284			2,245		(2) (3) (4) (5)	Diversified Consumer Services	9.36%	L + 6.50%	10/19/27			9,977		3,475			3,442		(2) (3) (4) (5)
Assembly Intermediate LLC	Diversified Consumer Services	9.20%	L + 7.00%	1.00%	10/19/27			3,991		727			738		(2) (3) (4) (5)	Diversified Consumer Services	10.13%	L + 6.50%	10/19/27			3,991		731			738		(2) (3) (4) (5)
Bigchange Group Limited	Software	7.00%	S + 6.00%	1.00%	12/23/26	GBP		10,810		14,243			12,896		(1) (2) (3) (4)	Software	7.54%	SN + 6.00%	12/23/26	GBP		10,810		14,254			11,829		(1) (2) (3) (4)
Bigchange Group Limited	Software		S + 6.00%	1.00%	12/23/26	GBP		790		1			(19	)	(1) (2) (3) (4) (5)	Software		SN + 6.00%	12/23/26	GBP		790		1			(18	)	(1) (2) (3) (4) (5)
Bigchange Group Limited	Software		S + 6.00%	1.00%	12/23/26	GBP		2,160		(50	)		(53	)	(1) (2) (3) (4) (5)	Software		SN + 6.00%	12/23/26	GBP		2,160		(48	)		(48	)	(1) (2) (3) (4) (5)
Broadway Technology, LLC	Diversified Financial Services	7.99%	S + 6.50%	1.00%	01/08/26			23,898		23,511			23,659		(2) (3) (4)	Diversified Financial Services	10.31%	S + 6.50%	01/08/26			23,837		23,475			23,599		(2) (3) (4)
Broadway Technology, LLC	Diversified Financial Services		S + 6.50%	1.00%	01/08/26			1,010		(18	)		(10	)	(2) (3) (4) (5)	Diversified Financial Services		S + 6.50%	01/08/26			1,010		(17	)		(10	)	(2) (3) (4) (5)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services	7.64%	S + 6.00%	0.75%	01/25/28			48,084		47,292			46,762		(2) (3) (4)	Diversified Financial Services	9.15%	S + 6.00%	01/25/28			48,084		47,322			46,762		(2) (3) (4)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services		S + 6.00%	0.75%	01/25/28			1,924		(31	)		(53	)	(2) (3) (4) (5)	Diversified Financial Services		S + 6.00%	01/25/28			1,924		(30	)		(53	)	(2) (3) (4) (5)
Bullhorn, Inc.	Professional Services	8.00%	L + 5.75%	1.00%	09/30/26			13,631		13,448			13,563		(2) (3) (4)	Professional Services	9.42%	L + 5.75%	09/30/26			13,596		13,423			13,392		(2) (3) (4)
Bullhorn, Inc.	Professional Services	8.00%	L + 5.75%	1.00%	09/30/26			1,570		1,563			1,562		(2) (3) (4)	Professional Services	9.42%	L + 5.75%	09/30/26			2,421		2,411			2,384		(2) (3) (4)
Bullhorn, Inc.	Professional Services	8.00%	L + 5.75%	1.00%	09/30/26			631		623			628		(2) (3) (4)	Professional Services	9.42%	L + 5.75%	09/30/26			629		622			620		(2) (3) (4)
Bullhorn, Inc.	Professional Services	8.00%	L + 5.75%	1.00%	09/30/26			283		279			281		(2) (3) (4)	Professional Services	9.42%	L + 5.75%	09/30/26			693		311			309		(2) (3) (4) (5)
Bullhorn, Inc.	Professional Services	8.00%	L + 5.75%	1.00%	09/30/26			225		222			224		(2) (3) (4)	Professional Services	9.42%	L + 5.75%	09/30/26			282		278			278		(2) (3) (4)
Bullhorn, Inc.	Professional Services		L + 5.75%	1.00%	09/30/26			693		(9	)		(3	)	(2) (3) (4) (5)	Professional Services	9.42%	L + 5.75%	09/30/26			225		222			221		(2) (3) (4)
Bullhorn, Inc.	Professional Services		L + 5.75%	1.00%	09/30/26			857		(4	)		(4	)	(2) (3) (4) (5)
Businessolver.com, Inc.	Health Care Technology	8.00%	L + 5.75%	0.75%	12/01/27			16,780		16,626			16,613		(2) (3) (4)	Health Care Technology	9.67%	L + 5.50%	12/01/27			16,738		16,590			16,571		(2) (3) (4)
Businessolver.com, Inc.	Health Care Technology		L + 5.75%	0.75%	12/01/27			4,529		(21	)		(45	)	(2) (3) (4) (5)	Health Care Technology		L + 5.50%	12/01/27			4,529		(20	)		(45	)	(2) (3) (4) (5)
Capitol Imaging Acquisition Corp.																Health Care Providers & Services	9.31%	L + 6.50%	10/01/26			39,926		39,356			39,028		(2) (3) (4)
Capitol Imaging Acquisition Corp.																Health Care Providers & Services	11.00%	P + 5.50%	10/01/25			9,170		4,472			4,379		(2) (4) (5)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity		Par/Shares (++)		Cost			Fair Value			Footnotes
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	7.74%	L + 6.50%	1.00%	10/01/26	$	40,028	$	39,426		$	39,127		(2) (3) (4)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	10.25%	P + 5.50%		10/01/25		9,170		3,087			3,003		(2) (4) (5)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	8.57%	S + 6.25%	1.00%	07/01/24		18,174		18,022			17,856		(2) (3) (4)	Health Care Providers & Services	9.73%	S + 6.25%	07/01/24		$	18,128	$	17,994		$	16,949		(2) (3) (4)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	8.57%	S + 6.25%	1.00%	07/01/24		4,552		4,512			4,473		(2) (3) (4)	Health Care Providers & Services	9.73%	S + 6.25%	07/01/24			4,544		4,508			4,249		(2) (3) (4)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	8.57%	S + 6.25%	1.00%	07/01/24		1,771		1,760			1,740		(2) (3) (4)	Health Care Providers & Services	9.73%	S + 6.25%	07/01/24			1,767		1,757			1,652		(2) (3) (4)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	8.57%	S + 6.25%	1.00%	07/01/24		919		71			65		(2) (3) (4) (5)	Health Care Providers & Services	9.72%	S + 6.25%	07/01/24			919		293			241		(2) (3) (4) (5)
Checkmate Finance Merger Sub, LLC	Entertainment	8.75%	L + 6.50%	1.00%	12/31/27		28,236		27,710			27,742		(2) (3) (4)	Entertainment	10.17%	L + 6.50%	12/31/27			28,165		27,661			27,673		(2) (3) (4)
Checkmate Finance Merger Sub, LLC	Entertainment		L + 6.50%	1.00%	12/31/27		2,831		(52	)		(50	)	(2) (3) (4) (5)	Entertainment		L + 6.50%	12/31/27			2,831		(50	)		(50	)	(2) (3) (4) (5)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.46%	L + 6.00%	1.00%	05/18/29		18,331		17,912			18,331		(2) (3)	Professional Services	9.80%	S + 6.25%	05/18/29			42,875		41,866			42,018		(2) (3) (4)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.44%	L + 6.00%	1.00%	05/18/29		10,244		9,960			10,244		(2) (3)	Professional Services		S + 6.25%	05/18/29			3,676		(71	)		(74	)	(2) (3) (4) (5)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.44%	L + 6.00%	1.00%	05/18/29		10,215		9,970			10,215		(2) (3)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.45%	L + 6.00%	1.00%	05/18/29		4,301		4,196			4,301		(2) (3)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		S + 6.00%	1.00%	05/18/29		3,676		(74	)		—		(2) (3) (5)
CivicPlus LLC	Software	7.69%	S + 6.00%	0.75%	08/24/27		5,753		5,638			5,624		(2) (4)	Software	9.87%	L + 6.75% (incl. 2.50% PIK)	08/24/27			5,753		5,644			5,624		(2) (3) (4)
CivicPlus LLC	Software	7.51%	L + 6.00%	0.75%	08/24/27		5,700		5,585			5,572		(2) (3) (4)	Software	9.87%	L + 6.75% (incl. 2.50% PIK)	08/24/27			5,700		5,590			5,572		(2) (3) (4)
CivicPlus LLC	Software	7.94%	L + 6.25%	0.75%	08/24/27		2,680		2,624			2,620		(2) (3) (4)	Software	9.87%	L + 6.75% (incl. 2.50% PIK)	08/24/27			2,680		2,626			2,620		(2) (3) (4)
CivicPlus LLC	Software		L + 6.00%	0.75%	08/24/27		1,112		(22	)		(25	)	(2) (3) (4) (5)	Software		L + 6.75% (incl. 2.50% PIK)	08/24/27			1,112		(21	)		(25	)	(2) (3) (4) (5)
Clearcourse Partnership Acquireco Finance Limited															Software	9.44%	SN + 7.25%	07/25/28	GBP		5,250		6,171			5,715		(1) (2) (3)
Clearcourse Partnership Acquireco Finance Limited															Software	8.94%	SN + 7.25%	07/25/28	GBP		4,750		1,525			1,563		(1) (2) (3) (5)
CloudBees, Inc.	Software	8.67%	L + 7.00% (incl. 2.50% PIK)	1.00%	11/24/26		25,564		24,093			25,116		(2) (3) (4)	Software	9.71%	L + 7.00% (incl. 2.50% PIK)	11/24/26			25,727		24,330			25,277		(2) (3) (4)
CloudBees, Inc.	Software		L + 7.00% (incl. 2.50% PIK)	1.00%	11/24/26		11,620		(464	)		(203	)	(2) (3) (4) (5)	Software	9.71%	L + 7.00% (incl. 2.50% PIK)	11/24/26			11,657		10,339			10,789		(2) (3) (4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	7.07%	S + 5.75%	0.75%	05/11/28		13,590		13,323			13,318		(2) (3)	Health Care Providers & Services	8.78%	S + 5.75%	05/11/28			13,590		13,331			13,318		(2) (3) (4)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.75%	0.75%	05/11/28		1,938		(38	)		(39	)	(2) (3) (5)	Health Care Providers & Services	8.78%	S + 5.75%	05/11/28			1,938		255			252		(2) (3) (4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.75%	0.75%	05/11/28		4,077		(40	)		(41	)	(2) (3) (5)	Health Care Providers & Services		S + 5.75%	05/11/28			4,077		(39	)		(82	)	(2) (3) (4) (5)
CORA Health Holdings Corp	Health Care Providers & Services	7.04%	L + 5.75%	1.00%	06/15/27		20,508		20,250			20,046		(2) (3) (4)	Health Care Providers & Services	8.79%	L + 5.75%	06/15/27			20,456		20,211			19,433		(2) (3) (4)
CORA Health Holdings Corp	Health Care Providers & Services	7.06%	L + 5.75%	1.00%	06/15/27		8,092		295			166		(2) (3) (4) (5)	Health Care Providers & Services	8.08%	L + 5.75%	06/15/27			8,091		296			(58	)	(2) (3) (4) (5)
Cordeagle US Finco, Inc. (dba Condeco)	Software	7.99%	L + 6.75%	1.00%	07/30/27		22,935		22,524			22,419		(1) (2) (3) (4)
Cordeagle US Finco, Inc. (dba Condeco)	Software		L + 6.75%	1.00%	07/30/27		2,238		(38	)		(50	)	(1) (2) (3) (4) (5)
CorePower Yoga LLC	Diversified Consumer Services	9.25%	L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		9,614		9,531			7,860		(2) (3) (4)	Diversified Consumer Services	10.67%	L + 7.00% (incl. 5.00% PIK)	05/14/25			9,737		9,660			7,960		(2) (3) (4)
CorePower Yoga LLC	Diversified Consumer Services		L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		633		(5	)		(116	)	(2) (3) (4) (5)	Diversified Consumer Services		L + 7.00% (incl. 5.00% PIK)	05/14/25			633		(5	)		(116	)	(2) (3) (4) (5)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	7.17%	L + 5.50%	1.00%	10/03/25		16,756		16,599			16,589		(2) (3) (4)	Diversified Consumer Services	8.62%	L + 5.50%	10/03/25			16,756		16,610			16,589		(2) (3) (4)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	7.17%	L + 5.50%	1.00%	10/27/25		13,684		13,463			13,547		(2) (3) (4)	Diversified Consumer Services	8.62%	L + 5.50%	10/27/25			13,649		13,444			13,512		(2) (3) (4)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services		L + 5.50%	1.00%	10/03/25		1,291		(11	)		(13	)	(2) (3) (4) (5)	Diversified Consumer Services		L + 5.50%	10/03/25			1,291		(10	)		(13	)	(2) (3) (4) (5)
DECA Dental Holdings LLC	Health Care Providers & Services	8.00%	L + 5.75%	0.75%	08/28/28		19,511		19,159			18,731		(2) (3) (4)	Health Care Providers & Services	9.42%	L + 5.75%	08/28/28			19,462		19,122			18,683		(2) (3) (4)
DECA Dental Holdings LLC	Health Care Providers & Services	8.00%	L + 5.75%	0.75%	08/28/28		6,710		1,991			1,785		(2) (3) (4) (5)	Health Care Providers & Services	9.42%	L + 5.75%	08/28/28			6,705		1,973			1,780		(2) (3) (4) (5)
DECA Dental Holdings LLC	Health Care Providers & Services	8.00%	L + 5.75%	0.75%	08/26/27		1,552		491			455		(2) (3) (4) (5)	Health Care Providers & Services	9.42%	L + 5.75%	08/26/27			1,552		699			662		(2) (3) (4) (5)
Diligent Corporation	Professional Services	9.13%	L + 6.25%	1.00%	08/04/25		20,713		20,374			20,817		(2) (3) (4)	Professional Services	9.92%	L + 6.25%	08/04/25			20,661		20,348			20,609		(2) (3) (4)
Diligent Corporation	Professional Services	8.63%	L + 5.75%	1.00%	08/04/25		12,838		12,742			12,709		(2) (3) (4)	Professional Services	8.63%	L + 5.75%	08/04/25			12,805		12,717			12,613		(2) (3) (4)
Diligent Corporation	Professional Services	8.63%	L + 5.75%	1.00%	08/04/25		8,720		8,656			8,632		(2) (3) (4)	Professional Services	8.63%	L + 5.75%	08/04/25			8,698		8,639			8,567		(2) (3) (4)
Diligent Corporation	Professional Services	8.49%	L + 6.25%	1.00%	08/04/25		3,503		1,712			1,769		(2) (3) (4) (5)	Professional Services	9.44%	L + 6.25%	08/04/25			3,503		1,715			1,743		(2) (3) (4) (5)
Diligent Corporation	Professional Services	8.00%	L + 6.25%	1.00%	08/04/25		1,732		1,705			1,715		(2) (3) (4)	Professional Services	9.13%	L + 6.25%	08/04/25			1,728		1,703			1,702		(2) (3) (4)
Diligent Corporation	Professional Services	9.13%	L + 6.25%	1.00%	08/04/25		1,092		1,075			1,098		(2) (3) (4)	Professional Services	9.13%	L + 6.25%	08/04/25			1,090		1,074			1,087		(2) (3) (4)
Elemica Parent, Inc.															Chemicals	9.07%	L + 5.50%	09/18/25			3,520		3,472			3,450		(2) (3) (4)
Elemica Parent, Inc.															Chemicals	8.64%	L + 5.50%	09/18/25			1,375		1,347			1,348		(2) (3) (4)
Elemica Parent, Inc.															Chemicals	8.79%	L + 5.50%	09/18/25			688		678			674		(2) (3) (4)
Elemica Parent, Inc.															Chemicals	8.79%	L + 5.50%	09/18/25			514		504			504		(2) (3) (4)
Elemica Parent, Inc.															Chemicals	8.57%	L + 5.50%	09/18/25			470		351			348		(2) (3) (4) (5)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
EDB Parent, LLC (dba Enterprise DB)	Software		S + 6.00%	0.75%	07/07/28	$	27,340	$	—		$	—		(2) (5)
EDB Parent, LLC (dba Enterprise DB)	Software		S + 6.00%	0.75%	07/07/28		7,195		—			—		(2) (5)
EDB Parent, LLC (dba Enterprise DB)	Software		S + 6.00%	0.75%	07/07/28		2,398		—			—		(2) (5)
Elemica Parent, Inc.	Chemicals	7.56%	L + 5.50%	1.00%	09/18/25		3,529		3,478			3,459		(2) (3) (4)
Elemica Parent, Inc.	Chemicals	7.11%	L + 5.50%	1.00%	09/18/25		1,379		1,349			1,351		(2) (3) (4)
Elemica Parent, Inc.	Chemicals	7.33%	L + 5.50%	1.00%	09/18/25		690		678			676		(2) (3) (4)
Elemica Parent, Inc.	Chemicals	7.33%	L + 5.50%	1.00%	09/18/25		515		504			505		(2) (3) (4)
Elemica Parent, Inc.	Chemicals	7.04%	L + 5.50%	1.00%	09/18/25		470		221			219		(2) (3) (4) (5)
Eptam Plastics, Ltd.															Health Care Equipment & Supplies	9.17%	P + 6.00%	12/06/25	$	8,571	$	8,401		$	8,399		(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	7.13%	S + 5.50%	1.00%	12/06/25		6,269		6,211			6,207		(2) (3) (4)	Health Care Equipment & Supplies	8.63%	S + 5.50%	12/06/25		6,253		6,199			6,050		(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	7.13%	S + 5.50%	1.00%	12/06/25		2,970		2,922			2,940		(2) (3) (4)	Health Care Equipment & Supplies	8.63%	S + 5.50%	12/06/25		2,963		2,918			2,866		(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	7.13%	S + 5.50%	1.00%	12/06/25		2,949		2,909			2,920		(2) (3) (4)	Health Care Equipment & Supplies	8.63%	S + 5.50%	12/06/25		2,942		2,904			2,846		(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	7.13%	S + 5.50%	1.00%	12/06/25		2,702		2,675			2,675		(2) (3) (4)	Health Care Equipment & Supplies	8.63%	S + 5.50%	12/06/25		2,695		2,670			2,608		(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	7.07%	S + 5.50%	1.00%	12/06/25		1,365		943			942		(2) (3) (4) (5)	Health Care Equipment & Supplies		S + 5.50%	12/06/25		1,365		(12	)		(44	)	(2) (3) (4) (5)
ESO Solutions, Inc	Health Care Technology	9.06%	S + 7.00%	1.00%	05/03/27		36,294		35,680			35,750		(2) (3) (4)	Health Care Technology	10.56%	S + 7.00%	05/03/27		36,294		35,706			35,750		(2) (3) (4)
ESO Solutions, Inc	Health Care Technology		S + 7.00%	1.00%	05/03/27		3,292		(53	)		(49	)	(2) (3) (4) (5)	Health Care Technology		S + 7.00%	05/03/27		3,292		(51	)		(49	)	(2) (3) (4) (5)
Everest Clinical Research Corporation															Professional Services		S + 6.00%	09/01/29		5,450		—			—		(1) (2) (3) (5)
Experity, Inc.	Health Care Technology	7.42%	L + 5.75%	0.75%	02/24/28		34,090		33,946			33,920		(2) (3) (4)	Health Care Technology	9.42%	L + 5.75%	02/24/28		34,005		33,867			33,835		(2) (3) (4)
Experity, Inc.	Health Care Technology		L + 5.75%	0.75%	02/24/28		3,023		(13	)		(15	)	(2) (3) (4) (5)	Health Care Technology		L + 5.75%	02/24/28		3,023		(12	)		(15	)	(2) (3) (4) (5)
Four Seasons Heating And Air Conditioning Inc	Diversified Consumer Services	7.27%	L + 5.75%	0.75%	11/17/26		30,795		30,389			30,256		(2) (3) (4)	Diversified Consumer Services	8.49%	L + 5.75%	11/17/26		30,718		30,335			30,180		(2) (3) (4)
Fullsteam Operations LLC															Diversified Financial Services	11.17%	L + 7.50% (Incl. 5.25% PIK)	10/04/27		53,049		51,822			51,723		(2) (3) (4)
Fullsteam Operations LLC	Diversified Financial Services	9.75%	L + 7.50% (Incl. 4.50% PIK)	1.50%	10/04/27		52,337		51,198			51,029		(2) (3) (4)	Diversified Financial Services	11.17%	L + 7.50% (Incl. 5.25% PIK)	10/04/27		20,559		20,030			20,045		(2) (3) (4)
Fullsteam Operations LLC	Diversified Financial Services	9.75%	L + 7.50%	1.50%	10/04/27		20,078		19,623			19,576		(2) (3) (4)	Diversified Financial Services	11.17%	L + 7.50% (Incl. 5.25% PIK)	10/04/27		3,067		997			993		(2) (3) (4) (5)
Fullsteam Operations LLC	Diversified Financial Services	9.75%	L + 7.50% (Incl. 4.50% PIK)	1.50%	10/04/27		3,067		1,002			993		(2) (3) (4) (5)	Diversified Financial Services		L + 7.50% (Incl. 5.25% PIK)	10/04/27		764		(17	)		(19	)	(2) (4) (5)
Gainsight, Inc.	Software	7.99%	L + 6.75% PIK	0.75%	07/30/27		38,822		38,247			37,560		(2) (3) (4)	Software	9.56%	L + 6.75% PIK	07/30/27		39,606		39,055			38,121		(2) (3) (4)
Gainsight, Inc.	Software		L + 6.75%	0.75%	07/30/27		4,830		(72	)		(157	)	(2) (3) (4) (5)	Software		L + 6.75%	07/30/27		4,830		(68	)		(181	)	(2) (3) (4) (5)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	8.67%	L + 7.00%	1.00%	06/24/25		13,790		13,597			13,514		(2) (3) (4)	Health Care Technology	10.12%	L + 7.00%	06/24/25		13,755		13,577			12,517		(2) (3) (4)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	8.67%	L + 7.00%	1.00%	06/24/25		2,412		2,380			2,364		(2) (3) (4)	Health Care Technology	10.12%	L + 7.00%	06/24/25		2,406		2,376			2,190		(2) (3) (4)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	8.67%	L + 7.00%	1.00%	06/24/25		1,749		1,260			1,248		(2) (4) (5)	Health Care Technology	10.12%	L + 7.00%	06/24/25		1,749		1,582			1,446		(2) (4) (5)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	8.67%	L + 7.00%	1.00%	06/24/25		901		884			883		(2) (3) (4)	Health Care Technology	10.12%	L + 7.00%	06/24/25		899		883			818		(2) (3) (4)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	8.75%	L + 6.50%	1.00%	01/29/27		26,442		25,908			26,309		(2) (3)	Software	10.25%	L + 6.50%	01/29/27		26,375		25,867			25,715		(2) (3)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	8.25%	L + 6.00%	1.00%	01/29/27		3,450		2,033			2,062		(2) (3) (5)	Software	10.17%	L + 6.00%	01/29/27		3,444		2,030			1,988		(2) (3) (5)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		L + 6.50%	1.00%	01/29/27		2,337		(27	)		(12	)	(2) (5)	Software		L + 6.50%	01/29/27		2,337		(26	)		(58	)	(2) (5)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.17%	L + 5.50%	0.75%	12/01/28		38,099		38,010			37,432		(2) (3) (4)	Software	8.62%	L + 5.50%	12/01/28		38,004		37,918			37,338		(2) (3) (4)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	0.75%	12/02/27		4,244		(10	)		(74	)	(2) (3) (4) (5)	Software		L + 5.50%	12/02/27		4,244		(9	)		(74	)	(2) (3) (4) (5)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	0.75%	12/01/28		13,262		(15	)		(232	)	(2) (3) (4) (5)	Software		L + 5.50%	12/01/28		13,262		(15	)		(232	)	(2) (3) (4) (5)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services	7.25%	L + 5.75%	1.00%	05/22/26		22,303		22,070			21,689		(2) (3)	Diversified Financial Services	9.85%	L + 5.75%	05/22/26		22,666		22,446			21,986		(2) (3)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services	8.63%	L + 5.75%	1.00%	05/22/26		914		218			203		(2) (3) (5)	Diversified Financial Services	9.46%	L + 5.75%	05/22/26		914		630			612		(2) (3) (5)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services		L + 5.75%	1.00%	05/22/26		1,884		(4	)		(52	)	(2) (3) (5)	Diversified Financial Services		L + 5.75%	05/22/26		1,463		(3	)		(44	)	(2) (3) (5)
HealthEdge Software, Inc.	Health Care Technology	9.00%	L + 7.00%	1.00%	04/09/26		32,000		31,430			31,280		(2) (3) (4)	Health Care Technology	10.48%	L + 7.00%	04/09/26		32,000		31,462			31,280		(2) (3) (4)
HealthEdge Software, Inc.	Health Care Technology	9.00%	L + 7.00%	1.00%	04/09/26		4,520		1,302			1,200		(2) (3) (4) (5)	Health Care Technology	10.48%	L + 7.00%	04/09/26		4,520		2,065			1,963		(2) (3) (4) (5)
HealthEdge Software, Inc.	Health Care Technology		L + 6.25%	1.00%	04/09/26		3,400		(60	)		(77	)	(2) (3) (4) (5)	Health Care Technology		L + 7.00%	04/09/26		3,400		(56	)		(77	)	(2) (3) (4) (5)
HealthEdge Software, Inc.	Health Care Technology		L + 6.25%	1.00%	04/09/26		8,500		(74	)		(191	)	(2) (3) (4) (5)	Health Care Technology		L + 7.00%	04/09/26		8,500		(70	)		(191	)	(2) (3) (4) (5)
Helios Buyer, Inc. (dba Heartland)															Diversified Consumer Services	9.12%	L + 6.00%	12/15/26		17,602		17,368			17,426		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)															Diversified Consumer Services	9.12%	L + 6.00%	12/15/26		13,505		13,393			13,370		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)															Diversified Consumer Services	8.86%	L + 5.75%	12/15/26		18,652		11,785			11,503		(2) (3) (4) (5)
Helios Buyer, Inc. (dba Heartland)															Diversified Consumer Services	9.12%	L + 6.00%	12/15/26		7,298		7,179			7,225		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)															Diversified Consumer Services		L + 6.00%	12/15/26		2,199		(31	)		(22	)	(2) (4) (5)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.62%	L + 6.00%	1.00%	12/15/26	$	17,647	$	17,401		$	17,470		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.67%	L + 6.00%	1.00%	12/15/26		13,540		13,421			13,404		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.33%	L + 5.75%	0.75%	12/15/26		18,678		8,852			8,543		(2) (3) (4) (5)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.67%	L + 6.00%	1.00%	12/15/26		7,316		7,191			7,243		(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.12%	L + 6.00%	1.00%	12/15/26		2,199		198			209		(2) (4) (5)
Honor HN Buyer, Inc															Health Care Providers & Services	9.70%	S + 6.00%	10/15/27	$	21,930	$	21,550		$	21,437		(2) (3) (4)
Honor HN Buyer, Inc	Health Care Providers & Services	8.25%	L + 6.00%	1.00%	10/15/27		21,986		21,589			21,491		(2) (3) (4)	Health Care Providers & Services	9.70%	S + 6.00%	10/15/27		13,831		5,808			5,669		(2) (3) (4) (5)
Honor HN Buyer, Inc	Health Care Providers & Services	8.25%	L + 6.00%	1.00%	10/15/27		13,846		5,815			5,683		(2) (3) (4) (5)	Health Care Providers & Services		S + 6.00%	10/15/27		2,542		(43	)		(57	)	(2) (3) (4) (5)
Honor HN Buyer, Inc	Health Care Providers & Services		L + 6.00%	1.00%	10/15/27		2,542		(45	)		(57	)	(2) (3) (4) (5)	Health Care Providers & Services		S + 6.00%	10/15/27		19,555		(192	)		(440	)	(2) (4) (5)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.32%	L + 6.00%	1.00%	10/23/26		32,170		31,746			31,446		(1) (2) (3) (4)	Real Estate Mgmt. & Development	8.90%	L + 6.00%	10/23/26		32,088		31,686			31,126		(1) (2) (3) (4)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.50%	L + 6.00%	1.00%	10/23/26		10,315		10,227			10,083		(1) (2) (3) (4)	Real Estate Mgmt. & Development	8.96%	L + 6.00%	10/23/26		10,289		10,205			9,981		(1) (2) (3) (4)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.61%	L + 6.00%	1.00%	10/23/26		9,868		9,797			9,646		(1) (2) (3) (4)	Real Estate Mgmt. & Development	9.14%	L + 6.00%	10/23/26		9,843		9,776			9,548		(1) (2) (3) (4)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	9.00%	L + 6.75%	1.00%	07/09/25		26,619		26,311			25,754		(2) (3) (4)	Hotels, Restaurants & Leisure	10.42%	L + 6.75%	07/09/25		26,552		26,267			25,755		(2) (3) (4)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	9.00%	L + 6.75%	1.00%	07/09/25		5,521		5,429			5,342		(2) (3) (4)	Hotels, Restaurants & Leisure	10.42%	L + 6.75%	07/09/25		5,507		5,423			5,342		(2) (3) (4)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	8.98%	L + 6.75%	1.00%	07/09/25		2,186		305			257		(2) (3) (4) (5)	Hotels, Restaurants & Leisure	10.41%	L + 6.75%	07/09/25		2,186		634			590		(2) (3) (4) (5)
iCIMS, Inc.	Software	7.72%	L + 5.50%	1.00%	09/12/24		22,611		22,334			22,611		(2) (3) (4)
iCIMS, Inc.	Software	6.72%	L + 5.50%	1.00%	09/12/24		22,131		21,709			22,131		(3) (4)
iCIMS, Inc.	Software	6.72%	L + 5.50%	1.00%	09/12/24		369		361			369		(3) (4)	Software	9.49%	S + 6.75%	08/18/28		38,211		37,553			37,543		(2) (3)
iCIMS, Inc.	Software		L + 5.50%	1.00%	05/02/28		55,800		—			—		(2) (5)	Software		S + 6.75%	08/18/28		10,150		—			—		(2) (3) (5)
iCIMS, Inc.	Software		L + 5.50%	1.00%	05/02/28		5,314		—			—		(2) (5)	Software		S + 6.75%	08/18/28		3,639		(62	)		(64	)	(2) (3) (5)
Intelligent Medical Objects, Inc.	Health Care Technology	7.65%	S + 6.00%	0.75%	05/11/29		11,415		11,190			11,187		(2) (3)	Health Care Technology	7.65%	S + 6.00%	05/11/29		11,415		11,197			11,187		(2) (3) (4)
Intelligent Medical Objects, Inc.	Health Care Technology	7.24%	S + 6.00%	0.75%	05/11/28		1,396		112			112		(2) (3) (5)	Health Care Technology	8.72%	S + 6.00%	05/11/28		1,396		141			140		(2) (3) (4) (5)
Intelligent Medical Objects, Inc.	Health Care Technology		S + 6.00%	0.75%	05/11/29		2,690		(26	)		(27	)	(2) (3) (5)	Health Care Technology		S + 6.00%	05/11/29		2,690		(25	)		(54	)	(2) (3) (4) (5)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	7.76%	L + 5.50%	1.00%	04/02/25		38,945		38,251			38,848		(2) (3) (4)	Transportation Infrastructure	9.18%	L + 5.50%	04/02/25		38,391		37,763			37,911		(2) (3) (4)
Kaseya Inc.	IT Services	8.29%	S + 5.75%	0.75%	06/25/29		16,900		16,647			16,647		(2)	IT Services	8.29%	S + 5.75%	06/25/29		16,900		16,654			16,731		(2) (3) (4)
Kaseya Inc.	IT Services		S + 5.75%	0.75%	06/25/29		1,010		(8	)		(8	)	(2) (5)	IT Services		S + 5.75%	06/25/29		1,010		(7	)		(10	)	(2) (3) (4) (5)
Kaseya Inc.	IT Services		S + 5.75%	0.75%	06/25/29		1,010		(15	)		(15	)	(2) (5)	IT Services		S + 5.75%	06/25/29		1,010		(15	)		(10	)	(2) (3) (4) (5)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	8.42%	L + 6.75%	1.00%	12/16/27		13,898		13,577			13,551		(2) (3) (4)	Pharmaceuticals	9.82%	L + 6.75%	12/16/27		13,863		13,555			13,517		(2) (3) (4)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals		L + 6.75%	1.00%	12/16/26		1,995		(45	)		(50	)	(2) (3) (4) (5)	Pharmaceuticals	9.71%	L + 6.75%	12/16/26		1,995		556			549		(2) (3) (4) (5)
MedeAnalytics, Inc.	Health Care Technology	10.20%	S + 8.00% (incl. 1.50% PIK)	1.00%	10/09/26		41,423		40,500			39,248		(2) (3) (4)	Health Care Technology	11.70%	S + 8.00% (incl. 1.50% PIK)	10/09/26		42,476		41,615			40,261		(2) (3) (4)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	7.40%	S + 6.00%	0.75%	06/01/28		19,879		19,486			19,481		(2)	Diversified Financial Services	9.31%	S + 6.00%	06/01/28		19,829		19,451			19,432		(2) (3) (4)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	7.40%	S + 6.00%	0.75%	06/01/28		2,485		572			572		(2) (5)	Diversified Financial Services	8.95%	S + 6.00%	06/01/28		2,485		574			572		(2) (3) (4) (5)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services		S + 6.00%	0.75%	06/01/28		4,970		(49	)		(50	)	(2) (5)	Diversified Financial Services	8.10%	S + 6.00%	06/01/28		4,970		402			398		(2) (3) (4) (5)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	8.75%	P + 4.00%		12/15/27		9,301		9,129			9,115		(2) (3) (4)	Health Care Providers & Services	8.89%	L + 5.25%	12/15/27		9,278		9,113			9,092		(2) (3) (4)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	8.75%	P + 4.00%		12/15/27		1,998		263			260		(2) (3) (4) (5)	Health Care Providers & Services	9.95%	P + 4.50%	12/15/27		1,998		298			293		(2) (3) (4) (5)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	8.50%	L + 6.25%	1.00%	09/15/27		59,848		58,781			58,652		(2) (3) (4)	Health Care Technology	9.92%	L + 6.25%	09/15/27		59,697		58,675			58,205		(2) (3) (4)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	8.50%	L + 6.25%	1.00%	09/15/27		6,240		6,127			6,115		(2) (3) (4)	Health Care Technology	9.92%	L + 6.25%	09/15/27		6,224		6,116			6,069		(2) (3) (4)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology		L + 6.25%	1.00%	09/15/27		5,374		(93	)		(107	)	(2) (3) (4) (5)	Health Care Technology	9.50%	L + 6.25%	09/15/27		5,374		852			806		(2) (3) (4) (5)
MRI Software LLC	Real Estate Mgmt. & Development	7.75%	L + 5.50%	1.00%	02/10/26		24,677		24,310			24,482		(3)	Real Estate Mgmt. & Development	9.17%	L + 5.50%	02/10/26		26,586		26,239			25,689		(3)
MRI Software LLC	Real Estate Mgmt. & Development	7.75%	L + 5.50%	1.00%	02/10/26		16,544		16,434			16,414		(3)	Real Estate Mgmt. & Development	9.17%	L + 5.50%	02/10/26		16,502		16,399			15,945		(3)
MRI Software LLC	Real Estate Mgmt. & Development		L + 5.50%	1.00%	02/10/26		1,143		(7	)		(9	)	(3) (5)	Real Estate Mgmt. & Development		L + 5.50%	02/10/26		1,143		(6	)		(39	)	(3) (5)
MRI Software LLC															Real Estate Mgmt. & Development		L + 5.50%	02/10/26		4,186		(14	)		(141	)	(2) (5)
NFM & J, L.P. (dba the Facilities Group)															Professional Services	8.87%	L + 5.75%	11/30/27		15,430		15,163			14,967		(2) (3) (4)
NFM & J, L.P. (dba the Facilities Group)															Professional Services	8.86%	L + 5.75%	11/30/27		15,657		10,543			10,308		(2) (3) (4) (5)
NFM & J, L.P. (dba the Facilities Group)															Professional Services	7.15%	L + 5.75%	11/30/27		2,696		358			324		(2) (3) (4) (5)
One GI LLC															Health Care Providers & Services	9.87%	L + 6.75%	12/22/25		21,031		20,737			20,190		(2) (3) (4)
One GI LLC															Health Care Providers & Services	9.87%	L + 6.75%	12/22/25		10,333		10,162			9,920		(2) (3) (4)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
MRI Software LLC	Real Estate Mgmt. & Development		L + 5.50%	1.00%	02/10/26	$	6,163	$	(14	)	$	(49	)	(2) (5)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	7.42%	L + 5.75%	1.00%	11/30/27		15,469		15,188			15,159		(2) (3) (4)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	7.30%	L + 5.75%	1.00%	11/30/27		15,684		8,674			8,586		(2) (3) (4) (5)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	7.15%	L + 5.75%	1.00%	11/30/27		2,696		356			350		(2) (3) (4) (5)
One GI LLC	Health Care Providers & Services	8.42%	L + 6.75%	1.00%	12/22/25		21,085		20,770			20,347		(2) (3) (4)	Health Care Providers & Services	9.87%	L + 6.75%	12/22/25	$	8,744	$	8,624		$	8,394		(2) (3) (4)
One GI LLC	Health Care Providers & Services	8.42%	L + 6.75%	1.00%	12/22/25		10,359		10,176			9,996		(2) (3) (4)	Health Care Providers & Services		L + 6.75%	12/22/25		3,246		(45	)		(130	)	(2) (3) (4) (5)
One GI LLC	Health Care Providers & Services	8.42%	L + 6.75%	1.00%	12/22/25		8,767		8,637			8,460		(2) (3) (4)	Health Care Providers & Services		L + 6.75%	12/22/25		5,679		(46	)		(227	)	(2) (3) (4) (5)
One GI LLC	Health Care Providers & Services		L + 6.75%	1.00%	12/22/25		3,246		(49	)		(114	)	(2) (3) (4) (5)
One GI LLC	Health Care Providers & Services		L + 6.75%	1.00%	12/22/25		5,679		(49	)		(199	)	(2) (3) (4) (5)
PDDS Holdco, Inc. (dba Planet DDS)															Health Care Technology	9.48%	S + 6.75%	07/18/28		22,055		21,625			21,614		(2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	0.75%	06/01/29		24,500		—			—		(2) (5)	Health Care Technology	9.89%	S + 6.75%	07/18/28		2,145		2,124			2,145		(2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	0.75%	06/01/29		2,820		—			—		(2) (5)	Health Care Technology		S + 6.75%	07/18/28		2,530		—			—		(2) (3) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	0.75%	06/01/29		2,820		—			—		(2) (5)	Health Care Technology		S + 6.75%	07/18/28		2,530		(24	)		(25	)	(2) (3) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	0.75%	06/01/27		1,850		—			—		(2) (5)	Health Care Technology		S + 6.75%	07/18/28		1,705		(33	)		(34	)	(2) (3) (5)
Picture Head Midco LLC	Entertainment	8.28%	S + 6.75%	1.00%	08/31/23		19,619		19,439			19,374		(2) (3) (4)	Entertainment	9.90%	S + 6.75%	08/31/23		19,570		19,427			19,179		(2) (3) (4)
Pioneer Buyer I, LLC	Software	9.25%	L + 7.00% PIK	0.75%	11/01/28		22,649		22,252			22,196		(2) (3) (4)	Software	10.67%	L + 7.00% PIK	11/01/28		23,184		22,800			22,721		(2) (3) (4)
Pioneer Buyer I, LLC	Software		L + 6.50%	0.75%	11/01/27		3,900		(70	)		(78	)	(2) (3) (4) (5)	Software		L + 7.00%	11/01/27		3,900		(66	)		(78	)	(2) (3) (4) (5)
Pluralsight, Inc	Professional Services	9.00%	L + 8.00%	1.00%	04/06/27		68,747		67,589			67,200		(2) (3) (4)	Professional Services	10.68%	L + 8.00%	04/06/27		68,747		67,637			67,200		(2) (3) (4)
Pluralsight, Inc	Professional Services		L + 8.00%	1.00%	04/06/27		4,600		(73	)		(104	)	(2) (3) (4) (5)	Professional Services		L + 8.00%	04/06/27		4,600		(70	)		(104	)	(2) (3) (4) (5)
Premier Care Dental Management, LLC	Health Care Providers & Services	7.42%	L + 5.75%	0.75%	08/05/28		16,991		16,687			16,651		(2) (3) (4)	Health Care Providers & Services	8.87%	L + 5.75%	08/05/28		16,948		16,655			16,609		(2) (3) (4)
Premier Care Dental Management, LLC	Health Care Providers & Services	7.42%	L + 5.75%	0.75%	08/05/28		9,211		5,414			5,279		(2) (3) (4) (5)	Health Care Providers & Services	8.87%	L + 5.75%	08/05/28		9,191		7,663			7,586		(2) (3) (4) (5)
Premier Care Dental Management, LLC	Health Care Providers & Services	7.42%	L + 5.75%	0.75%	08/05/27		2,769		17			9		(2) (3) (4) (5)	Health Care Providers & Services		L + 5.75%	08/05/27		2,769		(45	)		(55	)	(2) (3) (4) (5)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	7.35%	L + 5.75%	1.00%	01/02/25		16,404		16,238			15,994		(2) (3) (4)	Health Care Providers & Services	8.80%	L + 5.75%	01/02/25		16,404		16,253			15,994		(2) (3) (4)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	7.42%	L + 5.75%	1.00%	01/02/25		10,886		10,748			10,613		(2) (3) (4)	Health Care Providers & Services	8.87%	L + 5.75%	01/02/25		10,858		10,734			10,587		(2) (3) (4)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	01/02/25		4,580		4,523			4,466		(2) (3) (4)	Health Care Providers & Services	8.87%	L + 5.75%	01/02/25		4,580		4,528			4,465		(2) (3) (4)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	7.40%	L + 5.75%	1.00%	01/02/25		10,257		2,822			2,695		(2) (3) (4) (5)	Health Care Providers & Services	8.85%	L + 5.75%	01/02/25		10,249		2,827			2,688		(2) (3) (4) (5)
Project Eagle Holdings, LLC (dba Exostar)	Aerospace & Defense	8.42%	L + 6.75%	1.00%	07/06/26		40,298		39,563			39,492		(2) (3) (4)	Aerospace & Defense	9.62%	L + 6.50%	07/06/26		40,196		39,501			39,392		(2) (3) (4)
Project Eagle Holdings, LLC (dba Exostar)	Aerospace & Defense		L + 6.75%	1.00%	07/06/26		3,418		(58	)		(68	)	(2) (3) (4) (5)	Aerospace & Defense		L + 6.50%	07/06/26		3,418		(54	)		(68	)	(2) (3) (4) (5)
Prophix Software Inc. (dba Pound Bidco)	Diversified Financial Services	7.83%	L + 6.50%	1.00%	01/30/26		17,147		16,888			17,147		(1) (2) (3) (4)	Diversified Financial Services	9.31%	L + 6.50%	01/30/26		17,147		16,904			17,147		(1) (2) (3) (4)
Prophix Software Inc. (dba Pound Bidco)	Diversified Financial Services	7.83%	L + 6.50%	1.00%	01/30/26		7,015		6,895			7,015		(1) (2) (3) (4)	Diversified Financial Services	9.31%	L + 6.50%	01/30/26		7,015		6,902			7,015		(1) (2) (3) (4)
Prophix Software Inc. (dba Pound Bidco)	Diversified Financial Services		L + 6.50%	1.00%	01/30/26		3,118		(45	)		—		(1) (2) (4) (5)	Diversified Financial Services		L + 6.50%	01/30/26		3,118		(42	)		—		(1) (2) (4) (5)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	7.75%	L + 5.50%	0.75%	11/01/28		20,646		20,455			20,027		(2) (3)	Trading Companies & Distributors	9.17%	L + 5.50%	11/01/28		20,594		20,409			20,028		(2) (3)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	7.75%	L + 5.50%	0.75%	11/01/28		1,835		1,818			1,780		(2) (3)	Trading Companies & Distributors	9.17%	L + 5.50%	11/01/28		1,831		1,814			1,780		(2) (3)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	7.75%	L + 5.50%	0.75%	11/01/28		1,771		1,754			1,718		(2) (3)	Trading Companies & Distributors	9.17%	L + 5.50%	11/01/28		1,767		1,751			1,718		(2) (3)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	7.75%	L + 5.50%	0.75%	11/01/28		1,267		1,256			1,229		(2) (3)	Trading Companies & Distributors	9.17%	L + 5.50%	11/01/28		1,264		1,253			1,229		(2) (3)
Purfoods, LLC	Health Care Providers & Services	7.67%	L + 6.25%	1.00%	08/12/26		24,170		23,771			23,626		(2) (3) (4)	Health Care Providers & Services	9.16%	L + 6.25%	08/12/26		24,108		23,732			23,566		(2) (3) (4)
Purfoods, LLC	Health Care Providers & Services	7.81%	L + 6.25%	1.00%	08/12/26		16,315		13,002			12,873		(2) (3) (4) (5)	Health Care Providers & Services	9.26%	L + 6.25%	08/12/26		16,274		16,020			15,908		(2) (3) (4)
Qualawash Holdings, LLC	Commercial Services & Supplies	6.83%	L + 5.75%	1.00%	08/31/26		10,400		10,255			10,244		(2) (3)	Commercial Services & Supplies	7.96%	L + 5.50%	08/31/26		10,345		10,230			10,165		(2) (3) (4)
Qualawash Holdings, LLC	Commercial Services & Supplies	7.26%	L + 5.75%	1.00%	08/31/26		2,613		1,162			1,150		(2) (3) (5)	Commercial Services & Supplies	8.49%	L + 5.50%	08/31/26		2,610		1,160			1,134		(2) (3) (4) (5)
Qualawash Holdings, LLC	Commercial Services & Supplies		L + 5.75%	1.00%	08/31/26		2,613		(37	)		(20	)	(2) (3) (5)	Commercial Services & Supplies		L + 5.50%	08/31/26		2,613		(36	)		(52	)	(2) (3) (4) (5)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	7.74%	L + 5.50%	1.00%	06/21/25		13,477		13,345			13,174		(2) (3) (4)	Health Care Equipment & Supplies	8.65%	L + 5.00%	06/21/25		13,477		13,356			13,174		(2) (3) (4)
Riverpoint Medical, LLC															Health Care Equipment & Supplies	8.65%	L + 5.00%	06/21/25		9,548		9,507			9,333		(2) (3) (4)
Riverpoint Medical, LLC															Health Care Equipment & Supplies		L + 5.00%	06/21/25		1,806		(4	)		(41	)	(2) (3) (4) (5)
Rodeo Buyer Company (dba Absorb Software)															Professional Services	9.37%	L + 6.25%	05/25/27		19,155		18,844			18,819		(1) (2) (3) (4)
Rodeo Buyer Company (dba Absorb Software)															Professional Services		L + 6.25%	05/25/27		3,065		(48	)		(54	)	(1) (2) (4) (5)
Rubrik,Inc.															Software	10.25%	S + 6.50%	06/10/27		32,242		31,630			31,597		(2) (3) (4)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/ Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/ Shares (++)		Cost			Fair Value			Footnotes
Riverpoint Medical, LLC	Health Care Equipment & Supplies	7.74%	L + 5.50%	1.00%	06/21/25	$	9,548	$	9,503		$	9,333		(2) (3) (4)
Riverpoint Medical, LLC	Health Care Equipment & Supplies		L + 5.50%	1.00%	06/21/25		1,806		(5	)		(41	)	(2) (3) (4) (5)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	7.92%	L + 6.25%	1.00%	05/25/27		19,155		18,830			18,819		(1) (2) (3) (4)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		L + 6.25%	1.00%	05/25/27		3,065		(50	)		(54	)	(1) (2) (4) (5)
Rubrik,Inc.	Software	8.19%	S + 6.50%	1.00%	06/10/27		32,242		31,604			31,597		(2)	Software	10.75%	S + 7.00%	06/10/27	$	3,685	$	673		$	599		(2) (3) (4) (5)
Rubrik,Inc.	Software		S + 6.50%	1.00%	06/10/27		3,685		—			—		(2) (5)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)															Diversified Consumer Services	9.15%	S + 6.11%	07/06/27		9,875		9,685			9,678		(2) (3)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)															Diversified Consumer Services		S + 6.11%	07/06/27		1,700		(32	)		(34	)	(2) (3) (5)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)															Diversified Consumer Services		S + 6.11%	07/06/27		6,800		(65	)		(68	)	(2) (3) (5)
SpendMend, LLC	Health Care Providers & Services	7.38%	S + 5.75%	1.00%	03/01/28		12,274		12,069			12,029		(2) (3) (4)	Health Care Providers & Services	8.63%	S + 5.50%	03/01/28		12,243		12,046			11,998		(2) (3) (4)
SpendMend, LLC	Health Care Providers & Services	7.38%	S + 5.75%	1.00%	03/01/28		1,605		187			182		(2) (3) (4) (5)	Health Care Providers & Services	8.63%	S + 5.50%	03/01/28		5,344		2,096			2,050		(2) (3) (4) (5)
SpendMend, LLC	Health Care Providers & Services		S + 5.75%	1.00%	03/01/28		5,350		(44	)		(107	)	(2) (3) (4) (5)	Health Care Providers & Services	8.63%	S + 5.50%	03/01/28		1,605		188			182		(2) (3) (4) (5)
StarCompliance Intermediate, LLC	Diversified Financial Services	9.00%	L + 6.75%	1.00%	01/12/27		14,400		14,170			14,220		(2) (3) (4)	Diversified Financial Services	10.42%	L + 6.75%	01/12/27		14,400		14,181			14,184		(2) (3) (4)
StarCompliance Intermediate, LLC	Diversified Financial Services	9.00%	L + 6.75%	1.00%	01/12/27		2,319		2,278			2,290		(2) (3) (4)	Diversified Financial Services	10.42%	L + 6.75%	01/12/27		2,319		2,280			2,285		(2) (3) (4)
StarCompliance Intermediate, LLC	Diversified Financial Services	8.42%	L + 6.75%	1.00%	01/12/27		2,300		195			201		(2) (4) (5)	Diversified Financial Services	9.87%	L + 6.75%	01/12/27		2,300		542			540		(2) (4) (5)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	7.25%	L + 6.25%	1.00%	07/02/27		37,327		36,826			36,673		(2) (3) (4)	Software	8.54%	L + 6.25%	07/02/27		37,327		36,846			36,673		(2) (3) (4)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	8.14%	L + 6.25%	1.00%	07/02/27		4,479		2,331			2,311		(2) (3) (4) (5)	Software	9.34%	L + 6.25%	07/02/27		4,479		3,005			2,982		(2) (3) (4) (5)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software		L + 6.25%	1.00%	07/02/27		11,198		(73	)		(196	)	(2) (3) (4) (5)	Software		L + 6.25%	07/02/27		11,198		(69	)		(196	)	(2) (3) (4) (5)
Sunstar Insurance Group, LLC															Insurance	9.69%	S + 6.00%	10/09/26		12,009		11,823			11,769		(2) (3) (4)
Sunstar Insurance Group, LLC	Insurance	8.00%	L + 5.75%	1.00%	10/09/26		12,009		11,829			11,889		(2) (3) (4)	Insurance	9.69%	S + 6.00%	10/09/26		7,603		7,489			7,451		(2) (3) (4)
Sunstar Insurance Group, LLC	Insurance	8.00%	L + 5.75%	1.00%	10/09/26		7,603		7,492			7,527		(2) (3) (4)	Insurance	9.69%	S + 6.00%	10/09/26		3,503		560			546		(2) (3) (4) (5)
Sunstar Insurance Group, LLC	Insurance	8.00%	L + 5.75%	1.00%	10/09/26		338		147			146		(2) (3) (4) (5)	Insurance	9.69%	S + 6.00%	10/09/26		338		288			284		(2) (3) (4) (5)
Sunstar Insurance Group, LLC	Insurance		L + 5.75%	1.00%	10/09/26		2,496		(36	)		(25	)	(2) (4) (5)	Insurance		S + 6.00%	10/09/26		18,136		(349	)		(363	)	(2) (3) (4) (5)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	8.75%	L + 6.50%	1.00%	08/31/27		40,379		39,584			39,370		(2) (3) (4)	Construction & Engineering	9.80%	L + 6.13%	08/31/27		40,277		39,512			39,471		(2) (3) (4)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		L + 6.50%	1.00%	08/31/26		5,134		(90	)		(128	)	(2) (4) (5)	Construction & Engineering		L + 8.00%	08/31/26		5,134		(85	)		(103	)	(2) (4) (5)
Sweep Purchaser LLC	Commercial Services & Supplies	8.00%	L + 5.75%	1.00%	11/30/26		26,137		25,732			25,876		(2) (3) (4)	Commercial Services & Supplies	9.42%	L + 5.75%	11/30/26		26,071		25,687			25,615		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	7.11%	L + 5.75%	1.00%	11/30/26		8,298		8,167			8,215		(2) (3) (4)	Commercial Services & Supplies	8.60%	L + 5.75%	11/30/26		8,277		8,153			8,132		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	7.10%	L + 5.75%	1.00%	11/30/26		6,653		6,545			6,587		(2) (3) (4)	Commercial Services & Supplies	8.61%	L + 5.75%	11/30/26		6,636		6,534			6,520		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	7.16%	L + 5.75%	1.00%	11/30/26		3,318		3,205			3,232		(2) (3) (4) (5)	Commercial Services & Supplies	8.65%	L + 5.75%	11/30/26		3,310		3,252			3,252		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	9.50%	L + 5.75%	1.00%	11/30/26		4,201		1,349			1,370		(2) (4) (5)	Commercial Services & Supplies		L + 5.75%	11/30/26		4,201		(59	)		(74	)	(2) (4) (5)
Syntellis Performance Solutions, LLC (dba Axiom)	Health Care Technology	8.24%	L + 7.00%	1.00%	08/02/27		37,569		36,682			36,629		(2) (3) (4)	Health Care Technology	9.53%	S + 6.50%	08/02/27		37,473		36,623			36,723		(2) (3) (4)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	6.80%	S + 5.50%	1.00%	08/15/25		8,996		8,845			8,839		(2) (3) (4)	Health Care Providers & Services	8.73%	S + 6.00%	08/15/25		16,603		16,388			16,313		(2) (3) (4)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	7.13%	S + 5.50%	1.00%	08/15/25		16,646		16,413			16,355		(2) (3) (4)	Health Care Providers & Services	8.88%	S + 6.00%	08/15/25		8,974		8,834			8,816		(2) (3) (4)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	7.13%	L + 5.75%	1.00%	08/15/25		3,923		3,864			3,854		(2) (3) (4)	Health Care Providers & Services	8.73%	S + 6.00%	08/15/25		3,913		3,859			3,845		(2) (3) (4)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	7.13%	S + 5.50%	1.00%	08/15/25		7,183		3,636			3,608		(2) (3) (4) (5)	Health Care Providers & Services	8.75%	S + 5.50%	08/15/25		7,173		3,634			3,599		(2) (3) (4) (5)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	9.25%	P + 4.50%		08/15/25		2,361		1,149			1,139		(2) (3) (4) (5)	Health Care Providers & Services	8.35%	S + 6.00%	08/15/25		2,361		1,860			1,847		(2) (3) (4) (5)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services		S + 5.50%	1.00%	08/15/25		3,947		(32	)		(69	)	(2) (3) (4) (5)	Health Care Providers & Services		S + 6.00%	08/15/25		3,947		(29	)		(69	)	(2) (3) (4) (5)
Thrasio, LLC	Internet & Direct Marketing Retail	9.25%	L + 7.00%	1.00%	12/18/26		36,434		35,916			36,434		(2) (3) (4)	Internet & Direct Marketing Retail	11.17%	L + 7.00%	12/18/26		36,342		35,848			34,888		(2) (3) (4)
Thrasio, LLC	Internet & Direct Marketing Retail		L + 7.00%	1.00%	12/18/26		13,604		(58	)		—		(2) (3) (4) (5)	Internet & Direct Marketing Retail		L + 7.00%	12/18/26		13,604		(55	)		(544	)	(2) (3) (4) (5)
Total Vision LLC	Health Care Providers & Services	6.96%	S + 5.75%	1.00%	07/15/26		15,600		15,300			15,288		(2) (3) (4)	Health Care Providers & Services	8.80%	S + 6.00%	07/15/26		15,561		15,278			15,250		(2) (3) (4)
Total Vision LLC	Health Care Providers & Services	7.25%	S + 5.75%	1.00%	07/15/26		4,575		4,499			4,484		(2) (3) (4)	Health Care Providers & Services	8.81%	S + 6.00%	07/15/26		4,564		4,492			4,473		(2) (3) (4)
Total Vision LLC	Health Care Providers & Services	7.01%	S + 5.75%	1.00%	07/15/26		2,287		2,249			2,241		(2) (3) (4)	Health Care Providers & Services	8.81%	S + 6.00%	07/15/26		2,281		2,245			2,235		(2) (3) (4)
Total Vision LLC	Health Care Providers & Services	7.33%	S + 5.75%	1.00%	07/15/26		9,500		1,002			912		(2) (3) (4) (5)	Health Care Providers & Services	8.73%	S + 6.00%	07/15/26		9,497		1,006			909		(2) (3) (4) (5)
Total Vision LLC	Health Care Providers & Services		L + 5.75%	1.00%	07/15/26		1,150		(19	)		(23	)	(2) (3) (4) (5)	Health Care Providers & Services		S + 6.00%	07/15/26		1,150		(18	)		(23	)	(2) (3) (4) (5)
USN Opco LLC (dba Global Nephrology Solutions)															Health Care Providers & Services	8.56%	S + 5.50%	12/21/26		20,088		19,789			19,786		(2) (3) (4)

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	7.13%	S + 5.50%	1.00%	12/21/26	$	20,139	$	19,824		$	19,988		(2) (3) (4)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	7.13%	S + 5.50%	1.00%	12/21/26		6,998		6,921			6,946		(2) (3) (4)	Health Care Providers & Services	8.56%	S + 5.50%	12/21/26	$	6,981	$	6,907		$	6,876		(2) (3) (4)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	7.13%	S + 5.50%	1.00%	12/21/26		8,631		3,101			3,100		(2) (4) (5)	Health Care Providers & Services	8.57%	S + 5.50%	12/21/26		8,631		3,821			3,754		(2) (3) (4) (5)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	7.69%	S + 5.50%	1.00%	12/21/26		2,812		520			541		(2) (4) (5)	Health Care Providers & Services	8.65%	S + 5.50%	12/21/26		2,812		832			830		(2) (4) (5)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.92%	L + 6.25%	1.00%	07/02/25		18,902		18,714			18,619		(2) (3)	Health Care Equipment & Supplies	9.37%	L + 6.25%	07/02/25		18,854		18,681			18,477		(2) (3)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	7.90%	L + 6.50%	1.00%	08/11/27		31,617		31,034			31,064		(2) (3) (4)	Independent Power and Renewable Electricity Producers	10.05%	S + 6.50%	08/11/27		31,617		31,058			31,064		(2) (3) (4)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers		L + 6.50%	1.00%	08/11/27		3,343		(62	)		(59	)	(2) (3) (4) (5)	Independent Power and Renewable Electricity Producers	9.98%	S + 6.50% PIK	08/11/27		5,661		2,182			2,083		(2) (3) (4) (5)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	7.90%	L + 6.50%	1.00%	08/11/27		6,820		1,202			1,083		(2) (3) (4) (5)	Independent Power and Renewable Electricity Producers		S + 6.50%	08/11/27		3,343		(58	)		(59	)	(2) (3) (4) (5)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	8.38%	L + 5.50%	0.75%	06/29/27		25,494		25,165			24,665		(2) (3) (4)	Commercial Services & Supplies	8.38%	L + 5.50%	06/29/27		25,430		25,115			24,603		(2) (3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	8.38%	L + 5.50%	0.75%	06/29/27		4,282		2,162			2,077		(2) (3) (4) (5)	Commercial Services & Supplies	8.79%	L + 5.50%	06/29/27		4,277		4,226			4,138		(2) (3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	9.25%	P + 4.50%		06/29/27		858		204			187		(2) (3) (4) (5)	Commercial Services & Supplies	10.75%	P + 4.50%	06/29/27		858		118			101		(2) (3) (4) (5)
WebPT, Inc.	Health Care Technology	8.32%	L + 6.75%	1.00%	01/18/28		12,701		12,343			12,320		(2) (3) (4)	Health Care Technology	9.82%	L + 6.75%	01/18/28		12,701		12,356			12,320		(2) (3) (4)
WebPT, Inc.	Health Care Technology	7.79%	L + 6.75%	1.00%	01/18/28		12,434		12,258			12,061		(2) (3) (4)	Health Care Technology	9.49%	L + 6.75%	01/18/28		12,434		12,265			12,061		(2) (3) (4)
WebPT, Inc.	Health Care Technology	8.46%	L + 6.75%	1.00%	01/18/28		2,146		401			365		(2) (3) (4) (5)	Health Care Technology	9.54%	L + 6.75%	01/18/28		2,146		555			518		(2) (3) (4) (5)
WebPT, Inc.	Health Care Technology		L + 6.75%	1.00%	01/18/28		2,146		(15	)		(64	)	(2) (3) (4) (5)	Health Care Technology		L + 6.75%	01/18/28		2,146		(14	)		(64	)	(2) (3) (4) (5)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	6.50%	L + 5.50%	1.00%	01/20/27		20,304		19,976			20,304		(2) (3) (4)	IT Services	8.62%	L + 5.50%	01/20/27		20,253		19,941			19,949		(2) (3) (4)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		L + 5.50%	1.00%	01/20/27		2,400		(37	)		—		(2) (4) (5)	IT Services		L + 5.50%	01/20/27		2,400		(35	)		(36	)	(2) (4) (5)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		L + 5.50%	1.00%	01/20/27		3,700		(34	)		—		(2) (3) (4) (5)	IT Services		L + 5.50%	01/20/27		3,700		(32	)		(56	)	(2) (3) (4) (5)
WhiteWater Holding Company LLC	Diversified Consumer Services	8.00%	L + 5.75%	0.75%	12/21/27		15,707		15,416			15,393		(2) (3) (4)
WhiteWater Holding Company LLC	Diversified Consumer Services	8.00%	L + 5.75%	0.75%	12/21/27		5,239		5,142			5,134		(2) (3) (4)
WhiteWater Holding Company LLC	Diversified Consumer Services	6.99%	L + 5.75%	0.75%	12/21/27		5,262		1,339			1,296		(2) (3) (4) (5)
WhiteWater Holding Company LLC	Diversified Consumer Services	7.39%	L + 5.75%	0.75%	12/21/27		2,100		497			493		(2) (3) (4) (5)
Whitewater Holding Company LLC															Diversified Consumer Services	9.42%	L + 5.75%	12/21/27		15,668		15,389			15,237		(2) (3) (4)
Whitewater Holding Company LLC															Diversified Consumer Services	8.92%	L + 5.75%	12/21/27		5,258		5,161			5,114		(2) (3) (4)
Whitewater Holding Company LLC															Diversified Consumer Services	9.42%	L + 5.75%	12/21/27		5,226		5,133			5,082		(2) (3) (4)
Whitewater Holding Company LLC															Diversified Consumer Services	9.39%	L + 5.75%	12/21/27		2,100		383			362		(2) (3) (4) (5)
Whitewater Holding Company LLC															Diversified Consumer Services	8.98%	L + 6.00%	12/21/27		2,900		(21	)		(51	)	(2) (3) (4) (5)
WorkForce Software, LLC	Software	8.82%	L + 7.25% (incl. 3.00% PIK)	1.00%	07/31/25		11,475		11,327			11,274		(2) (3) (4)	Software	10.32%	L + 7.25% (incl. 3.00% PIK)	07/31/25		11,563		11,425			11,332		(2) (3) (4)
WorkForce Software, LLC	Software	8.82%	L + 7.25% (incl. 3.00% PIK)	1.00%	07/31/25		8,828		8,696			8,673		(2) (3) (4)	Software	10.32%	L + 7.25% (incl. 3.00% PIK)	07/31/25		8,895		8,773			8,718		(2) (3) (4)
WorkForce Software, LLC	Software	8.82%	L + 7.25% (incl. 3.00% PIK)	1.00%	07/31/25		2,767		2,718			2,718		(2) (3) (4)	Software	10.32%	L + 7.25% (incl. 3.00% PIK)	07/31/25		2,788		2,743			2,732		(2) (3) (4)
WorkForce Software, LLC	Software	7.51%	L + 6.50%	1.00%	07/31/25		980		968			963		(2) (3) (4)	Software	7.32%	L + 4.25%	07/31/25		2,051		1,347			1,326		(2) (3) (4) (5)
WorkForce Software, LLC	Software		L + 7.25%	1.00%	07/31/25		2,051		(18	)		(36	)	(2) (3) (4) (5)	Software	9.57%	L + 6.50%	07/31/25		980		642			634		(2) (3) (4) (5)
WSO2, Inc.	IT Services	8.62%	L + 7.50% (incl. 3.00% PIK)	1.00%	11/04/26		28,687		28,189			28,114		(2) (3) (4)	IT Services	10.19%	L + 7.50% (incl. 3.00% PIK)	11/04/26		28,913		28,440			28,334		(2) (3) (4)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	7.56%	L + 6.50%	1.00%	07/01/27		32,260		31,715			32,099		(2) (3) (4)	Real Estate Mgmt. & Development	10.02%	S + 6.50%	07/01/27		80,545		80,545			79,740		(2) (3) (4)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	8.12%	L + 6.50%	1.00%	07/01/27		25,350		24,904			25,223		(2) (3) (4)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27		8,383		—			(84	)	(2) (3) (4) (5)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		L + 6.50%	1.00%	07/01/27		6,145		(104	)		(31	)	(2) (3) (4) (5)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology	9.67%	L + 8.00%	1.00%	12/21/26		46,540		45,452			45,493		(2) (3) (4)	Health Care Technology	10.81%	L + 8.00%	12/21/26		46,540		45,502			44,213		(2) (3) (4)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		L + 8.00%	1.00%	12/22/25		7,000		(146	)		(158	)	(2) (4) (5)	Health Care Technology		L + 8.00%	12/22/25		7,000		(136	)		(350	)	(2) (4) (5)
Total 1st Lien/Senior Secured Debt									2,579,045			2,570,365										2,669,359			2,640,206
2nd Lien/Senior Secured Debt 1.20%
1st Lien/Last-Out Unitranche (9) - 1.43%
EDB Parent, LLC (dba Enterprise DB)															Software	9.11%	S + 6.00%	07/07/28		17,879	$	17,412		$	17,521		(2) (3)
EDB Parent, LLC (dba Enterprise DB)															Software		S + 6.00%	07/07/28		6,958		—			—		(2) (3) (5)
Total 1st Lien/Last-Out Unitranche																						17,412			17,521
2nd Lien/Senior Secured Debt 1.01%
Zep Inc.	Chemicals	10.50%	L + 8.25%	1.00%	08/11/25	$	15,410	$	15,380		$	13,099		(3)	Chemicals	11.92%	L + 8.25%	08/11/25		15,410	$	15,382		$	12,328		(3)
Total 2nd Lien/Senior Secured Debt									15,380			13,099										15,382			12,328
Unsecured Debt 0.51%
Unsecured Debt 0.46%
CivicPlus LLC	Software	12.93%	S + 11.75%	0.75%	08/24/27	$	5,753	$	5,580		$	5,580		(2) (4)	Software	14.38%	S + 11.75%	08/24/27		5,753	$	5,585		$	5,581		(2) (3) (4)
Total Unsecured Debt									5,580			5,580										5,585			5,581

The accompanying notes are part of these unaudited consolidated financial statements.


Investment #	Industry	Initial Acquisition Date(6)	Par/Shares (++)		Cost		Fair Value		Footnotes	Industry	Initial Acquisition Date(6)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 3.55%
Preferred Stock - 3.15%
Broadway Parent, LLC	Diversified Financial Services	01/25/21		3,700,000	$	3,718	$	3,693	(2) (4) (7)	Diversified Financial Services	01/25/21		3,700,000	$	3,718	$	3,981	(2) (4) (7)
CloudBees, Inc.	Software	11/24/21		1,038,917		11,623		11,449	(2) (4) (7)	Software	11/24/21		1,038,917		11,623		10,587	(2) (4) (7)
Diligent Corporation	Professional Services	04/06/21		4,400		4,290		4,915	(2) (4) (7)	Professional Services	04/06/21		4,400		4,290		5,043	(2) (4) (7)
Foundation Software	Construction & Engineering	08/31/20		912		912		1,073	(2) (4) (7)	Construction & Engineering	08/31/20		912		912		1,098	(2) (4) (7)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		9,549		9,310		9,886	(2) (4) (7)	Software	12/02/21		9,549		9,310		10,145	(2) (4) (7)
MedeAnalytics, Inc.	Health Care Technology	10/09/20		1,825,100		1,825		182	(2) (4) (7)	Health Care Technology	10/09/20		1,825,100		1,825		—	(2) (4) (7)
WSO2, Inc.	IT Services	11/04/21		509,767		8,052		7,657	(2) (4) (7)	IT Services	11/04/21		509,767		8,052		7,747	(2) (4) (7)
Total Preferred Stock						39,730		38,855							39,730		38,601
Common Stock - 0.98%
Common Stock - 0.94%
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	03/10/21		26,555	$	2,655	$	2,403	(2) (4) (7)	Software	03/10/21		26,555	$	2,655	$	2,124	(2) (4) (7)
Exostar LLC - Class B	Aerospace & Defense	07/06/20		1,424,165		—		911	(2) (4) (7)	Aerospace & Defense	07/06/20		1,424,165		—		1,068	(2) (4) (7)
Foundation Software - Class B	Construction & Engineering	08/31/20		490,234		—		270	(2) (4) (7)	Construction & Engineering	08/31/20		490,234		—		289	(2) (4) (7)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)										Diversified Consumer Services	07/06/22		1,000		1,000		1,000	(2) (7)
Total Vision LLC	Health Care Providers & Services	07/15/21		115,714		2,150		2,134	(2) (4) (7)	Health Care Providers & Services	07/15/21		115,714		2,150		1,971	(2) (4) (7)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	08/11/21		3,044		3,091		2,848	(2) (4) (7)	Independent Power and Renewable Electricity Producers	08/11/21		3,044		3,091		2,892	(2) (4) (7)
WhiteWater Holding Company LLC	Diversified Consumer Services	12/21/21		21,000		2,100		2,212	(2) (4) (7)
Whitewater Holding Company LLC										Diversified Consumer Services	12/21/21		21,000		2,100		2,143	(2) (4) (7)
Total Common Stock						9,996		10,778							10,996		11,487
Warrants - 0.06%
Warrants - 0.03%
CloudBees, Inc.	Software	11/24/21		300,946	$	1,666	$	668	(2) (4) (7)	Software	11/24/21		300,946	$	1,666	$	421	(2) (4) (7)
Total Warrants						1,666		668							1,666		421
Investments in Affiliated Money Market Fund - 0.10%
Investments in Affiliated Money Market Fund - 5.39%
Goldman Sachs Financial Square Government Fund - Institutional Shares				1,047,438	$	1,047	$	1,047	^^^ (8)				66,169,837	$	66,170	$	66,170	^^^ (8)
Total Investments in Affiliated Money Market Fund						1,047		1,047							66,170		66,170
Total Investments - 241.24%					$	2,652,444	$	2,640,392
Total Investments - 227.66%														$	2,826,300	$	2,792,315

The accompanying notes are part of these unaudited consolidated financial statements.

Goldman Sachs Private Middle Market Credit II LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit II LLC or Goldman Sachs Private Middle Market Credit II LLC together with its consolidated subsidiaries, as the context may require) was formed on December 20, 2018 as a Delaware limited liability company and commenced operations on April 11, 2019. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

On March 25, 2019 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On February 26, 2020, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an extension of the final date on which the Company accepted Subscription Agreements (the “Final Closing Date”) to September 26, 2020.

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date in the Company’s private offering, provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion.

Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee, whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of GSAM Private Credit (the “BDC Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).

The term of the Company will expire on the five-year anniversary of the expiration of the investment period, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successive one-year periods. Upon the request of the Board of Directors and the approval of a majority-in-interest of the Unitholders, the term of the Company may be further extended.

Credit Alternatives GP LLC (the “Initial Member”), an affiliate of the Investment Adviser, made a capital contribution to the Company of one hundred dollars on April 11, 2019 and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on May 3, 2019, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units (the “Initial Drawdown Date”).

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes related thereto for the year ended December 31, 2021, included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 4, 2022. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period, or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, PMMC II Blocker III LLC, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), PMMC II Blocker IV LLC, PMMC II Blocker V LLC and PMMC II Blocker VI LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized ~~respectively,~~ into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Prepayment premiums	$	—	$	75	$	—	$	541	$	—	$	581	$	—	$	1,122
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	80	$	935	$	188	$	2,560	$	2,193	$	1,699	$	2,381	$	4,259

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the

investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend ~~income, respectively.~~income.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of ~~June~~September 30, 2022, the Company did not have any investments on non-accrual status. As of December 31, 2021, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.7% and 1.3% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value.

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, ~~within the meaning of~~pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has ~~delegated~~designated to the Investment Adviser day-to-day ~~responsibility~~responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures ~~adopted~~approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily ~~available.~~available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains these market quotations from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the ~~Board of Directors or Investment Adviser has a bona fide reason to believe~~Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures ~~adopted~~approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the valuation designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1) The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

(2) The ~~Board of Directors~~Valuation Designee, also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the ~~Board of Directors or the Audit Committee.~~Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3) The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the ~~Controllers Division.~~controllers division of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from ~~GSAM~~different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4) The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5) The Asset Management Valuation Committee ~~ratifies fair valuations and makes recommendations to~~reviews the ~~Audit Committee of the Board of Directors;~~

~~(5) The Audit Committee of the Board of Directors reviews~~ valuation information provided by the Asset Management ~~Division~~Private Investment Valuation ~~Committee,~~and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The ~~Audit~~Asset Management Valuation Committee then assesses such valuation recommendations; and

(6) ~~The~~Through the Asset Management Valuation Committee, the Valuation Designee, discusses the valuations, provides written reports to the Board of Directors ~~discusses the valuations~~on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation ~~Advisors and the Audit Committee.~~Advisors.

Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash consists of deposits held at a custodian bank. As of ~~June~~September 30, 2022 and December 31, 2021, the Company held ~~$50,052~~$17,931 and $31,602 in cash. Foreign currency of ~~$160~~$41 and $324 (acquisition cost of ~~$243~~$45 and $383) is included in cash as of ~~June~~September 30, 2022 and December 31, 2021.

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations onin the Consolidated Statements of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company ~~has~~ elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. So long as the Company obtains and maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to common Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”) and the revolving credit facility between the Company and MUFG Bank Ltd. (the “MUFG Revolving Credit Facility” and together with the JPM Revolving Credit Facility, the “Revolving Credit Facilities”). These costs are amortized using the straight-line method over the respective term of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.

The Company entered into an investment advisory agreement effective as of February 27, 2019 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of the average of the NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current calendar quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the average of the NAV asof the Company at the end of such ~~quarter-end~~quarter and zero). The Management Fee for any partial quarter will be appropriately prorated.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, Management Fees amounted to ~~$3,954~~$4,353 and ~~$7,705.~~$12,058. As of ~~June~~September 30, 2022, ~~$3,954~~$4,353 remained payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, Management Fees amounted to ~~$2,585~~$3,306 and ~~$4,934.~~$8,240.

Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an Incentive Fee (the “Incentive Fee”) as follows:

a) First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital;

b) Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;

c) Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and

d) Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.

The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.

“Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any Investment, to Unitholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions, but is never less than zero.

The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investments and income from investing activities and may include return of capital, ordinary income and capital gains.

If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates).

If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than the Investment Adviser voluntarily terminating the agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all Investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee, subject to the Incentive Fee Cap. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. The Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company accrued unvested Incentive Fees of ~~$2,352~~$2,714 and ~~$6,345.~~$9,059. As of ~~June~~September 30, 2022, ~~$27,179~~$29,893 remained payable in accordance with the terms of the Investment Advisory Agreement. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company accrued unvested Incentive Fees of ~~$4,407~~$4,501 and ~~$11,759.~~$16,260.

Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, there have been no reimbursements from the Investment Adviser pursuant to this provision.

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines are commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of ~~$357~~$361 and ~~$706.~~$1,067. As of ~~June~~September 30, 2022, ~~$342~~$585 remained payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of $259 and ~~$446.~~$705.

State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred expenses for services provided by the Transfer Agent of $35 and ~~$61.~~$96. As of ~~June~~September 30, 2022, ~~$74~~$60 remained payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company incurred expenses for services provided by the Transfer Agent of ~~$51~~$39 and ~~$86.~~$125.


		Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain(Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income			Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain(Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022																	For the Nine Months Ended September 30, 2022
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund		$	—	$	4,338	$	(3,291	)	$	—	$	—	$	1,047	$	—		$	—	$	599,401	$	(533,231	)	$	—	$	—	$	66,170	$	240
Total Non-Controlled Affiliates		$	—	$	4,338	$	(3,291	)	$	—	$	—	$	1,047	$	—		$	—	$	599,401	$	(533,231	)	$	—	$	—	$	66,170	$	240
For the Year Ended December 31, 2021	For the Year Ended December 31, 2021																For the Year Ended December 31, 2021
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund		$	—	$	217,139	$	(217,139	)	$	—	$	—	$	—	$	—		$	—	$	217,139	$	(217,139	)	$	—	$	—	$	—	$	—
Total Non-Controlled Affiliates		$	—	$	217,139	$	(217,139	)	$	—	$	—	$	—	$	—		$	—	$	217,139	$	(217,139	)	$	—	$	—	$	—	$	—

The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of ~~June~~September 30, 2022 and December 31, 2021, there were ~~$163~~$161 and $496 ~~respectively,~~ included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its affiliates on behalf of the Company.

In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted to the Investment Adviser and the BDCs advised by the Investment Adviser exemptive relief on which we expect to rely to co-invest with other funds managed by the Investment Adviser in a manner consistent with our investment, objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors (the “Relief”). Additionally, if our Investment Adviser forms certain other accounts in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the SEC published a notice of an application that is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios ~~as another~~of other client ~~account~~accounts managed by our Investment Adviser (collectively with the Company, the "Accounts"). The Goldman Sachs Asset Management Private Credit ("GSAM Private Credit") team ~~comprises~~is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the ~~Company, who are~~Company. The GSAM Private Credit team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s ~~investments,~~investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief and Application, if granted, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company.

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:


	June 30, 2022				December 31, 2021				September 30, 2022				December 31, 2021
Investment Type	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	2,579,045	$	2,570,365	$	2,243,253	$	2,243,664	$	2,669,359	$	2,640,206	$	2,243,253	$	2,243,664
1st Lien/Last-Out Unitranche										17,412		17,521		—		—
2nd Lien/Senior Secured Debt		15,380		13,099		15,376		14,588		15,382		12,328		15,376		14,588
Unsecured Debt		5,580		5,580		—		—		5,585		5,581		—		—
Preferred Stock		39,730		38,855		39,729		40,782		39,730		38,601		39,729		40,782
Common Stock		9,996		10,778		8,544		10,343		10,996		11,487		8,544		10,343
Warrants		1,666		668		1,666		1,667		1,666		421		1,666		1,667
Total investments	$	2,651,397	$	2,639,345	$	2,308,568	$	2,311,044	$	2,760,130	$	2,726,145	$	2,308,568	$	2,311,044

The industry composition of the Company’s investments at fair value and net assets was as follows:


	June 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
Industry	Fair Value			Net Assets			Fair Value			Net Assets			Fair Value			Net Assets			Fair Value			Net Assets
Software		16.9	%		40.7	%		16.2	%		37.9	%		16.6	%		36.9	%		16.2	%		37.9	%
Health Care Providers & Services		15.5			37.3			14.3			33.5			15.3			33.9			14.3			33.5
Health Care Technology		13.6			32.7			14.6			34.2			14.0			31.1			14.6			34.2
Diversified Financial Services		10.5			25.3			7.1			16.6			10.2			22.8			7.1			16.6
Professional Services		8.7			21.0			9.5			22.4			8.5			18.9			9.5			22.4
Diversified Consumer Services		6.9			16.6			7.0			16.5			7.3			16.3			7.0			16.5
Real Estate Mgmt. & Development		5.7			13.6			7.8			18.3			6.3			14.0			7.8			18.3
IT Services		3.8			9.1			3.5			8.3			3.7			8.1			3.5			8.3
Commercial Services & Supplies		3.2			7.8			3.1			7.2			3.1			7.0			3.1			7.2
Health Care Equipment & Supplies		2.2			5.2			2.4			5.6			2.3			5.2			2.4			5.6
Entertainment		1.8			4.3			2.0			4.8			1.7			3.8			2.0			4.8
Construction & Engineering		1.5			3.7			1.8			4.2			1.5			3.3			1.8			4.2
Aerospace & Defense		1.5			3.7			1.8			4.1			1.5			3.3			1.8			4.1
Transportation Infrastructure		1.5			3.6			1.7			4.0			1.4			3.1			1.7			4.0
Internet & Direct Marketing Retail		1.4			3.3			1.6			3.7			1.3			2.9			1.6			3.7
Independent Power and Renewable Electricity Producers		1.3			3.2			1.0			2.4			1.3			2.8			1.0			2.4
Hotels, Restaurants & Leisure		1.2			2.9			1.3			3.2			1.2			2.6			1.3			3.2
Trading Companies & Distributors		0.9			2.3			0.9			2.2			0.9			2.0			0.9			2.2
Insurance		0.7			1.8			0.9			2.0			0.7			1.6			0.9			2.0
Chemicals		0.7			1.8			0.9			2.1			0.7			1.5			0.9			2.1
Pharmaceuticals		0.5			1.2			0.6			1.4			0.5			1.2			0.6			1.4
Total		100.0	%		241.1	%		100.0	%		234.6	%		100.0	%		222.3	%		100.0	%		234.6	%

The geographic composition of the Company’s investments at fair value was as follows:


Geographic	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
United States		97.5	%		97.2	%		97.4	%		97.2	%
Canada		2.0			2.2			1.9			2.2
United Kingdom		0.5			0.6			0.7			0.6
Total		100.0	%		100.0	%		100.0	%		100.0	%

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

The ~~table~~tables below ~~presents~~present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of ~~June~~September 30, 2022 and December 31, 2021. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

Level 3 Instruments

Fair
Value(1)(2)

Valuation
Techniques(3)

Significant
Unobservable
Inputs

Range(4) of Significant
Unobservable Inputs

Weighted
Average(5)

Fair
Value(1)(2)

Valuation
Techniques(3)

Significant
Unobservable
Inputs

Range(4) of Significant
Unobservable Inputs

Weighted
Average(5)

As of June 30, 2022

As of September 30, 2022

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

2,265,162

Discounted cash flows

Discount Rate

8.5% - 16.9%

10.0%

2,427,288

Discounted cash flows

Discount Rate

9.4% - 19.2%

10.9%

Unsecured Debt

5,580

Discounted cash flows

Discount Rate

—

17.3%

5,581

Discounted cash flows

Discount Rate

—

17.3%

Equity

Preferred Stock

17,903

Comparable multiples

EV/EBITDA(6)

8.9x - 28.2x

25.7x

18,277

Comparable multiples

EV/EBITDA(6)

14.4x — 28.0x

25.8x

20,952

Comparable multiples

EV/Revenue

4.1x - 5.1x

4.7x

20,324

Comparable multiples

EV/Revenue

4.1x — 4.9x

4.2x

Common Stock

7,930

Comparable multiples

EV/EBITDA(6)

10.0x - 19.6x

15.3x

7,595

Comparable multiples

EV/EBITDA(6)

10.0x — 18.3x

14.8x

2,848

Comparable multiples

EV/Revenue

—

16.6x

2,892

Comparable multiples

EV/Revenue

—

17.0x

Warrants

668

Comparable multiples

EV/Revenue

—

5.1x

421

Comparable multiples

EV/Revenue

—

4.1x

As of December 31, 2021

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

1,675,447

Discounted cash flows

Discount Rate

7.1% — 22.5%

8.6%

1,675,447

Discounted cash flows

Discount Rate

7.1% — 22.5%

8.6%

Equity

Preferred Stock

9,611

Comparable multiples

EV/EBITDA(6)

10.5x — 26.8x

21.5x

9,611

Comparable multiples

EV/EBITDA(6)

10.5x — 26.8x

21.5x

2,183

Comparable multiples

EV/Revenue

—

5.7x

2,183

Comparable multiples

EV/Revenue

—

5.7x

Common Stock

5,469

Comparable multiples

EV/EBITDA(6)

11.0x — 19.2x

15.5x

5,469

Comparable multiples

EV/EBITDA(6)

11.0x — 19.2x

15.5x

2,774

Comparable multiples

EV/Revenue

—

18.9x

2,774

Comparable multiples

EV/Revenue

—

18.9x

Warrants

1,667

Comparable multiples

EV/Revenue

—

8.2x

1,667

Comparable multiples

EV/Revenue

—

8.2x

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of ~~June~~September 30, 2022 and December 31, 2021. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.

The following is a summary of the Company’s assets categorized within the fair value hierarchy:


	June 30, 2022									December 31, 2021								September 30, 2022								December 31, 2021
Assets	Level 1			Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—		$	59,457	$	2,510,908	$	2,570,365	$	—	$	60,163	$	2,183,501	$	2,243,664	$	—	$	59,931	$	2,580,275	$	2,640,206	$	—	$	60,163	$	2,183,501	$	2,243,664
1st Lien/Last-Out Unitranche																			—		—		17,521		17,521		—		—		—		—
2nd Lien/Senior Secured Debt		—			—		13,099		13,099		—		14,588		—		14,588		—		—		12,328		12,328		—		14,588		—		14,588
Unsecured Debt		—			—		5,580		5,580		—		—		—		—		—		—		5,581		5,581		—		—		—		—
Preferred Stock		—			—		38,855		38,855		—		—		40,782		40,782		—		—		38,601		38,601		—		—		40,782		40,782
Common Stock		—			—		10,778		10,778		—		—		10,343		10,343		—		—		11,487		11,487		—		—		10,343		10,343
Warrants		—			—		668		668		—		—		1,667		1,667		—		—		421		421		—		—		1,667		1,667
Investments in Affiliated Money Market Fund		1,047	��		—		—		1,047		—		—		—		—		66,170		—		—		66,170		—		—		—		—
Total	$	1,047		$	59,457	$	2,579,888	$	2,640,392	$	—	$	74,751	$	2,236,293	$	2,311,044	$	66,170	$	59,931	$	2,666,214	$	2,792,315	$	—	$	74,751	$	2,236,293	$	2,311,044

The below table presents a summary of changes in fair value of Level 3 assets by investment type:


Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements (1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held				Beginning Balance		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements (1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022																										For the Nine Months Ended September 30, 2022
1st Lien/Senior Secured Debt	$	2,183,501	$	404,048	$	(5,325	)	$	(8,672	)	$	(67,097	)	$	4,453	$	—	$	—		$	2,510,908	$	(16,263	)		$	2,183,501	$	643,017	$	(5,326	)	$	(27,759	)	$	(222,152	)	$	8,994	$	—	$	—		$	2,580,275	$	(33,780	)
1st Lien/Last-Out Unitranche																												-		17,400		—			109			—			12		—		—			17,521		109
2nd Lien/Senior Secured Debt		—		—		—			(1,493	)		—			4		14,588		—			13,099		(1,493	)			—		—		—			(2,266	)		—			6		14,588		—			12,328		(2,266	)
Unsecured Debt		—		5,580		—			—			—			—		—		—			5,580		—				—		5,580		—			(4	)		—			5		—		—			5,581		(4	)
Preferred Stock		40,782		—		—			(1,927	)		—			—		—		—			38,855		(1,927	)			40,782		—		—			(2,181	)		—			—		—		—			38,601		(2,181	)
Common Stock		10,343		1,452		—			(1,017	)		—			—		—		—			10,778		(1,017	)			10,343		2,452		—			(1,308	)		—			—		—		—			11,487		(1,308	)
Warrants		1,667		—		—			(999	)		—			—		—		—			668		(999	)			1,667		—		—			(1,246	)		—			—		—		—			421		(1,246	)
Total assets	$	2,236,293	$	411,080	$	(5,325	)	$	(14,108	)	$	(67,097	)	$	4,457	$	14,588	$	—		$	2,579,888	$	(21,699	)		$	2,236,293	$	668,449	$	(5,326	)	$	(34,655	)	$	(222,152	)	$	9,017	$	14,588	$	—		$	2,666,214	$	(40,676	)
For the Six Months Ended June 30, 2021
For the Nine Months Ended September 30, 2021																										For the Nine Months Ended September 30, 2021
1st Lien/Senior Secured Debt	$	1,104,625	$	489,396	$	29		$	6,770		$	(142,571	)	$	4,775	$	—	$	(18,714	)	$	1,444,310	$	7,487			$	1,104,625	$	954,158	$	51		$	10,938		$	(236,297	)	$	7,254	$	—	$	(18,714	)	$	1,822,015	$	11,749
Preferred Stock		3,716		8,007		—			494			—			—		—		—			12,217		494				3,716		8,007		94			550			(1,005	)		—		—		—			11,362		590
Common Stock		357		2,300		—			1,066			—			—		—		—			3,723		1,066				357		6,444		—			1,112			—			—		—		—			7,913		1,112
Total assets	$	1,108,698	$	499,703	$	29		$	8,330		$	(142,571	)	$	4,775	$	—	$	(18,714	)	$	1,460,250	$	9,047			$	1,108,698	$	968,609	$	145		$	12,600		$	(237,302	)	$	7,254	$	—	$	(18,714	)	$	1,841,290	$	13,451

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of ~~June~~September 30, 2022 and December 31, 2021, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected ~~short term~~short-term rates.

On May 2, 2019, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was ~~169%~~178% and 174%.


	June 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
MUFG Revolving Credit Facility(1)	$	228,000	$	17,000	$	211,000	$	292,000	—		$	292,000	$	137,000	$	38,000	$	99,000	$	292,000	—		$	292,000
JPM Revolving Credit Facility(2)		1,650,000		265,086		1,383,763		1,250,000		216,586		1,033,737		1,650,000		184,721		1,463,697		1,250,000		216,586		1,033,737
Total debt	$	1,878,000	$	282,086	$	1,594,763	$	1,542,000	$	216,586	$	1,325,737	$	1,787,000	$	222,721	$	1,562,697	$	1,542,000	$	216,586	$	1,325,737

The combined weighted average interest rates of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2022 and for the year ended December 31, 2021 were ~~3.33%~~3.92% and 3.05% ~~respectively.~~. The combined weighted average debt of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2022 and for the year ended December 31, 2021 was ~~$1,482,116~~$1,529,355 and $912,583.

The Company entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on July 31, 2019, December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021, September 17, 2021, December 23, 2021 and May 5, 2022.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was ~~$228,000~~$137,000 as of ~~June~~September 30, 2022. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 5, 2023.

Proceeds from the MUFG Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).

Under the MUFG Revolving Credit Facility, the Company has the ability to elect, for loans denominated in U.S. Dollars, either Term SOFR with a one-, three- or six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the MUFG Revolving Credit Facility is (A) the applicable benchmark plus the applicable credit adjustment spread for such benchmark plus 2.25% per annum or (B) an alternative base rate (the greatest of the prime rate set by MUFG Bank, Ltd., the federal funds rate plus 0.50%, and Term SOFR with a one-month tenor plus 1.00% (“ABR”)) plus 1.25% per annum. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

Amounts drawn under the MUFG Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the MUFG Revolving Credit Facility. In addition, any transfer of Units from a Unitholder whose undrawn commitments are included in the Borrowing Base to a Unitholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations.

The MUFG Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the MUFG Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to the Company.

The MUFG Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of Unitholders’ ownership interest in the Units. The MUFG Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. The Company is in compliance with these covenants.

Costs of ~~$5,526~~$5,555 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs onin the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of ~~June~~September 30, 2022 and December 31, 2021, outstanding deferred financing costs were ~~$624~~$455 and $435.

The below table presents the summary information of the MUFG Revolving Credit Facility:


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Borrowing interest expense	$	2,213		$	2,546		$	4,119		$	5,094		$	2,007		$	2,037		$	6,126		$	7,131
Facility fees		4			65			4			131			9			59			13			190
Amortization of financing costs		242			562			562			1,486			198			317			760			1,803
Total	$	2,459		$	3,173		$	4,685		$	6,711		$	2,214		$	2,413		$	6,899		$	9,124
Weighted average interest rate		3.19	%		2.59	%		2.91	%		2.60	%		4.51	%		2.59	%		3.30	%		2.60	%
Average outstanding balance	$	278,363		$	394,346		$	285,144		$	394,755		$	176,446		$	311,822		$	248,513		$	366,807

On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S Bank National Association serves as collateral agent, collateral administrator and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator. The Company amended the JPM Revolving Credit Facility on February 12, 2021, March 5, 2021, June 25, 2021, August 17, 2021, October 29, 2021 and February 15, 2022.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) Term SOFR plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.75% per annum after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of ~~June~~September 30, 2022, the total commitments under the JPM Revolving Credit Facility were $1,650,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary

of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at such time.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV.

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

Costs of ~~$10,782~~$10,794 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs onin the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of ~~June~~September 30, 2022 and December 31, 2021, outstanding deferred financing costs were ~~$8,219~~$7,590 and $7,260.

The below table presents the summary information of the JPM Revolving Credit Facility:


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Borrowing interest expense	$	11,439		$	3,760		$	20,340		$	5,779		$	18,408		$	5,885		$	38,748		$	11,664
Facility fees		524			262			1,031		$	458			505			431			1,535			889
Amortization of financing costs		570			275			1,085		$	472			642			380			1,728			852
Total	$	12,533		$	4,297		$	22,456		$	6,709		$	19,555		$	6,696		$	42,011		$	13,405
Weighted average interest rate		3.64	%		3.35	%		3.43	%		3.35	%		5.05	%		3.29	%		4.04	%		3.32	%
Average outstanding balance	$	1,260,324		$	450,672		$	1,196,973		$	347,423		$	1,445,845		$	710,341		$	1,280,842		$	469,725

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

The Company may enter into investment commitments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of ~~June~~September 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:


	Unfunded Commitment Balances(1)				Unfunded Commitment Balances(1)
	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
1st Lien/Senior Secured Debt
1272775 B.C. LTD. (dba Everest Clinical Research)	$	537	$	1,059	$	421	$	1,059
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)		2,314		3,694		2,314		3,694
Acquia, Inc.		1,701		1,933		1,144		1,933
Admiral Buyer, Inc. (dba Fidelity Payment Services)		8,840		—		8,840		—
Apptio, Inc.		462		462		462		462
AQ Helios Buyer, Inc. (dba SurePoint)		10,060		12,903		9,165		12,903
Aria Systems, Inc.		—		1,720
Assembly Intermediate LLC		10,776		11,574		9,578		11,574
Bigchange Group Limited		3,588		3,993		3,294		3,993
Broadway Technology, LLC		1,010		—		1,010		—
BSI3 Menu Buyer, Inc (dba Kydia)		1,924		—		1,924		—
Bullhorn, Inc.		1,550		2,373		374		2,373
Businessolver.com, Inc.		4,529		4,529		4,529		4,529
Capitol Imaging Acquisition Corp.		5,961		9,170		4,585		9,170
CFS Management, LLC (dba Center for Sight Management)		839		2,393		618		2,393
Checkmate Finance Merger Sub, LLC		2,831		2,831		2,831		2,831
Chronicle Bidco Inc. (dba Lexitas)		3,676		5,521		3,676		5,521
CivicPlus LLC		1,112		3,217		1,112		3,217
Clearcourse Partnership Acquireco Finance Limited						3,739		—
CloudBees, Inc.		11,620		11,620		665		11,620
Coding Solutions Acquisition, Inc.		6,015		—		5,725		—
Convene 237 Park Avenue, LLC (dba Convene)		—		3,200
CORA Health Holdings Corp		7,744		8,092		7,744		8,092
Cordeagle US Finco, Inc. (dba Condeco)		2,238		10,460
CorePower Yoga LLC		633		633		633		633
CST Buyer Company (dba Intoxalock)		1,291		1,291		1,291		1,291
DECA Dental Holdings LLC		5,691		6,208		5,484		6,208
Diligent Corporation		1,751		7,508		1,751		7,508
EDB Parent, LLC (dba Enterprise DB)		36,339		—
Elemica Parent, Inc.		242		207		113		207
Eptam Plastics, Ltd.		409		409		1,365		409
ESO Solutions, Inc						3,292		3,292
Everest Clinical Research Corporation						5,341		—
Experity, Inc.						3,023		3,023


	Unfunded Commitment Balances(1)				Unfunded Commitment Balances(1)
	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
ESO Solutions, Inc	$	3,292	$	3,292
Experity, Inc.		3,023		3,023
Fullsteam Operations LLC		1,997		14,785	$	2,761	$	14,785
Gainsight, Inc.		4,830		4,830		4,830		4,830
GHA Buyer Inc. (dba Cedar Gate)		467		1,166		146		1,166
GovDelivery Holdings, LLC (dba Granicus, Inc.)		3,707		3,707		3,707		3,707
Governmentjobs.com, Inc. (dba NeoGov)		17,506		17,506		17,506		17,506
GS AcquisitionCo, Inc. (dba Insightsoftware)		2,569		3,889		1,736		3,889
HealthEdge Software, Inc.		15,118		16,420		14,355		16,420
Helios Buyer, Inc. (dba Heartland)		11,729		8,756		8,975		8,756
Honor HN Buyer, Inc		10,393		16,415		29,948		16,415
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		1,858		2,186		1,530		2,186
iCIMS, Inc.		60,045		—		13,789		—
Intelligent Medical Objects, Inc.		3,946		—		3,918		—
Kaseya Inc.		2,020		—		2,020		—
LS Clinical Services Holdings, Inc (dba CATO)		1,995		1,995		1,397		1,995
MerchantWise Solutions, LLC (dba HungerRush)		6,834		—		6,337		—
Millstone Medical Outsourcing, LLC		1,698		1,932		1,665		1,932
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)		5,374		4,702		4,433		4,702
MRI Software LLC		7,306		1,143		5,329		1,143
NFM & J, L.P. (dba the Facilities Group)		9,077		10,110		7,172		10,110
One GI LLC		8,925		11,764		8,925		11,764
PDDS Holdco, Inc. (dba Planet DDS)		31,407		—		6,765		—
Pioneer Buyer I, LLC		3,900		3,900		3,900		3,900
Pluralsight, Inc		4,600		4,600		4,600		4,600
Premier Care Dental Management, LLC		6,453		9,056		4,191		9,056
Premier Imaging, LLC (dba Lucid Health)		7,305		10,270		7,305		10,270
Project Eagle Holdings, LLC (dba Exostar)		3,418		3,418		3,418		3,418
Prophix Software Inc. (dba Pound Bidco)		3,118		3,118		3,118		3,118
PT Intermediate Holdings III, LLC (dba Parts Town)		—		1,780
Purfoods, LLC		3,075		6,150
Qualawash Holdings, LLC		4,037		—		4,037		—
Riverpoint Medical, LLC		1,806		1,806		1,806		1,806
Rodeo Buyer Company (dba Absorb Software)		3,065		3,065		3,065		3,065
Rubrik,Inc.		3,685		—		3,012		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)						8,500		—
SpendMend, LLC		6,741		—		4,579		—
StarCompliance Intermediate, LLC		2,070		2,300		1,725		2,300
Sundance Group Holdings, Inc. (dba NetDocuments)		13,288		14,333		12,616		14,333
Sunstar Insurance Group, LLC		2,685		2,693		21,071		2,693
Superman Holdings, LLC (dba Foundation Software)		5,134		5,134		5,134		5,134
Sweep Purchaser LLC		2,842		6,190		4,201		6,190
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		8,576		7,249		7,868		7,249
Thrasio, LLC		13,604		13,604		13,604		13,604
Total Vision LLC		9,548		1,150		9,548		1,150
USN Opco LLC (dba Global Nephrology Solutions)		7,716		3,339		6,688		3,339
Volt Bidco, Inc. (dba Power Factors)		8,962		3,953		6,822		3,953
VRC Companies, LLC (dba Vital Records Control)		2,711		3,455		730		3,455
WebPT, Inc.		3,862		16,096		3,709		16,096
Wellness AcquisitionCo, Inc. (dba SPINS)		6,100		2,400		6,100		2,400
WhiteWater Holding Company LLC		5,426		8,688
Whitewater Holding Company LLC						4,573		8,688
WorkForce Software, LLC		2,051		—		1,011		—
Zarya Intermediate, LLC (dba iOFFICE)		6,145		6,145		8,383		6,145
Zodiac Intermediate, LLC (dba Zipari)		7,000		7,000		7,000		7,000
Aria Systems, Inc.						—		1,720
Convene 237 Park Avenue, LLC (dba Convene)						—		3,200
Cordeagle US Finco, Inc. (dba Condeco)						—		10,460
PT Intermediate Holdings III, LLC (dba Parts Town)						—		1,780
Purfoods, LLC						—		6,150
Total 1st Lien/Senior Secured Debt	$	509,722	$	395,513	$	415,601	$	395,513
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)					$	6,958	$	—
Total 1st Lien/Last-Out Unitranche					$	6,958		—
Total	$	509,722	$	395,513	$	422,559	$	395,513

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The following table summarizes the total Units issued and proceeds related to capital drawdowns:


Unit Issue Date	Units Issued		Proceeds Received		Units Issued		Proceeds Received
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022
June 21, 2022		1,069,872	$	103,307		1,069,872	$	103,307
August 23, 2022						1,564,324		147,581
Total capital drawdowns		1,069,872	$	103,307		2,634,196	$	250,888
For the Six Months Ended June 30, 2021
For the Nine Months Ended September 30, 2021
June 28, 2021		1,126,459	$	110,686		1,126,459	$	110,686
August 13, 2021						1,224,208		118,065
September 17, 2021						1,518,480		147,581
Total capital drawdowns		1,126,459	$	110,686		3,869,147		376,332

The following table reflects the distributions declared on the Company’s common Units:

Date Declared

Record Date

Payment Date

Amount Per Unit

Record Date

Payment Date

Amount Per Unit

For the Six Months Ended June 30, 2022

For the Nine Months Ended September 30, 2022

March 2, 2022

April 4, 2022

April 29, 2022

2.90

April 4, 2022

April 29, 2022

2.90

May 3, 2022

July 5, 2022

July 29, 2022

2.72

July 5, 2022

July 29, 2022

2.72

For the Six Months Ended June 30, 2021

For the Nine Months Ended September 30, 2021

February 24, 2021

April 5, 2021

April 29, 2021

2.82

April 5, 2021

April 29, 2021

2.82

May 5, 2021

July 5, 2021

July 30, 2021

2.64

July 5, 2021

July 30, 2021

2.64

August 4, 2021

October 5, 2021

October 28, 2021

2.51

The following information sets forth the computation of basic and diluted earnings per unit:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net increase in Members’ Capital from operations	$	13,327	$	19,482	$	35,954	$	36,599	$	15,375	$	25,505	$	51,329	$	62,104
Weighted average Units outstanding		10,414,230		6,464,651		10,355,771		6,446,186
Weighted average units outstanding										12,029,671		8,437,071		10,919,869		7,117,107
Basic and diluted earnings per unit	$	1.28	$	3.01	$	3.47	$	5.68	$	1.28	$	3.02	$	4.70	$	8.73

Diluted earnings per unit equal basic earnings per unit because there were no common unit equivalents outstanding during the period presented.


	For the Six Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021
Per Unit Data:(1)
NAV, beginning of period	$	95.68		$	95.37		$	95.68		$	95.37
Net investment income		5.26			4.07			8.25			6.69
Net realized and unrealized gains (losses)(2)		(1.74	)		1.63			(3.46	)		1.83
Income tax provision, realized and unrealized gains		(0.01	)		—			—			(0.01	)
Net increase in net assets from operations(2)	$	3.51		$	5.70
Net increase in Members’ Capital from operations(2)							$	4.79		$	8.51
Distributions declared from net investment income		(2.90	)		(2.82	)		(5.62	)		(5.46	)
Total increase (decrease) in net assets	$	0.61		$	2.88
Total increase (decrease) in Members’ Capital							$	(0.83	)	$	3.05
NAV, end of period	$	96.29		$	98.25		$	94.85		$	98.42
Units outstanding, end of period		11,366,534			7,553,974			12,930,858			10,296,662
Weighted average units outstanding		10,355,771			6,446,186			10,919,869			7,117,107
Total return based on NAV(3)		3.67	%		5.98	%		5.01	%		8.92	%
Supplemental Data/Ratio(4):
Members’ Capital, end of period	$	1,094,510		$	742,211		$	1,226,549		$	1,013,447
Ratio of net expenses to average Members’ Capital		8.06	%		8.43	%		9.00	%		8.82	%
Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital		1.98	%		2.25	%		1.93	%		2.15	%
Ratio of interest and other debt expenses to average Members’ Capital		5.45	%		4.31	%		6.21	%		4.33	%
Ratio of incentive fees to average Members’ Capital		0.63	%		1.87	%		0.86	%		2.34	%
Ratio of total expenses to average Members’ Capital		8.06	%		8.43	%		9.00	%		8.82	%
Ratio of net investment income to average Members’ Capital		11.58	%		10.33	%		11.74	%		9.92	%
Portfolio turnover		3	%		13	%		9	%		20	%

Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On ~~August 3,~~November 2, 2022, the Board of Directors declared a distribution equal to an amount up to the Company’s taxable earnings per unit, including net investment income (if positive) for the period ~~July~~October 1, 2022 through ~~September 30,~~December 31, 2022, payable on or about ~~October 28, 2022~~January 27, 2023 to Unitholders of record as of ~~October 5,~~December 30, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit II LLC, unless otherwise specified. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2019. From our commencement of investment operations on April 11, 2019 through ~~June~~September 30, 2022, we have originated ~~$3.78~~$3.99 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first out” portion of a unitranche loan while we retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last out” portion generally earns a higher interest rate than our “first out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company. We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to another asset, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholders at least 60 days prior to any change to the 80% investment policy described above.

We may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as the Company) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2021.

Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles. Given the persistence of COVID-19 and the difficulty in predicting the next phase of the pandemic, our portfolio companies continue to face an uncertain operating environment. While the spread of the Omicron variant had waned considerably in many parts of the world by the end of the second quarter of 2022, some countries (most notably China) faced more challenging circumstances in trying to contain a surge in infections. Recovery from the economic effects of COVID-19 has continued to progress, but the possibility exists that our portfolio companies could encounter new or worsening business disruptions that may reduce, over time, the amount of interest and dividend income that we receive and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our Unitholders. As a result, we may be required to reduce the future amount of distributions to our Unitholders. The global economy remains vulnerable to the risk that new variants of COVID-19 could emerge and we continue to ~~closely~~ monitor our exposures to industries that would be most negatively impacted if the COVID-19 pandemic were to intensify.

For further information about the risks associated with COVID-19, see “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, ~~2021.~~2021 and Item 1A. “Risk Factors” in this quarterly report on Form 10-Q.

The Russian invasion of Ukraine has negatively affected the global economy and has resulted in significant disruptions in financial markets and increased macroeconomic uncertainty. In addition, governments around the world have responded to Russia’s invasion by imposing economic sanctions and export controls on certain industry sectors, companies and individuals in or associated with Russia. Russia has imposed its own restrictions against investors and countries outside Russia and has proposed additional measures aimed at non-Russian-owned businesses. Businesses in the U.S. and globally have experienced shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative effects of the war on the global economy. The escalation or continuation of the war between Russia and Ukraine or other hostilities presents heightened risks relating to cyber-attacks, the frequency and volume of failures to settle securities transactions, supply chain disruptions, inflation, as well as the potential for increased volatility in commodity, currency and other financial markets. The extent and duration of the war, sanctions and resulting market disruptions, as well as the potential adverse consequences for our portfolio companies are difficult to predict.

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), ~~“eligible~~

“eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:

• fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

• interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;

• fees and expenses incurred by us in connection with membership in investment company organizations;

• fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm);

• the fees and expenses of our administrator, transfer agent, or sub-transfer agent;

• the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of our Units;

• the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;

• the fees and expenses of our directors who are not affiliated with our Investment Adviser;

• the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;

• the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;

• costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of Units.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

The Revolving Credit Facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% after such borrowing (if certain requirements are met). As of ~~June~~September 30, 2022 and December 31, 2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was ~~169%~~178% and 174%. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on the assessment by our Investment ~~Adviser’s~~Adviser and our ~~Board~~board of ~~Directors’ assessment~~directors (the “Board of Directors”) of market conditions and other factors at the time of any proposed borrowing.

Our portfolio (excluding investments in money market funds, if any) consisted of the following:


	As of								As of
	June 30, 2022				December 31, 2021				September 30, 2022				December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	($ in millions)								($ in millions)
First Lien/Senior Secured Debt	$	2,579.04	$	2,570.37	$	2,243.25	$	2,243.66	$	2,669.36	$	2,640.21	$	2,243.25	$	2,243.66
First Lien/Last-Out Unitranche										17.41		17.52		—		—
Second Lien/Senior Secured Debt		15.38		13.09		15.38		14.59		15.38		12.33		15.38		14.59
Unsecured Debt		5.58		5.58		—		—		5.58		5.58		—		—
Preferred Stock		39.73		38.86		39.73		40.78		39.73		38.60		39.73		40.78
Common Stock		10.00		10.78		8.54		10.34		11.00		11.49		8.54		10.34
Warrants		1.67		0.67		1.67		1.67		1.67		0.42		1.67		1.67
Total investments	$	2,651.40	$	2,639.35	$	2,308.57	$	2,311.04	$	2,760.13	$	2,726.15	$	2,308.57	$	2,311.04

The weighted average of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:

As of ~~June~~September 30, 2022, the total portfolio weighted average yield measured at amortized cost and fair value was ~~8.4%~~9.8% and ~~8.5%~~10.2%, as compared to 7.5% and 7.5%, as of December 31, 2021. The increase in weighted average yield at amortized cost and fair value was primarily driven by rising interest rates, ~~increased~~increase in market volatility and widening of credit spreads. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at fair value was driven by the financial underperformance of an investment.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):


	As of								As of
	June 30, 2022				December 31, 2021				September 30, 2022				December 31, 2021
Number of portfolio companies			93				83				94				83
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%				—%				—%
Weighted average leverage (net debt/EBITDA)(3)		5.8x				6.1x				6.1x				6.1x
Weighted average interest coverage(3)		2.2x				2.5x				1.8x				2.5x
Median EBITDA(3)	$	44.10 million			$	39.42 million			$	42.10 million			$	39.42 million

Our Investment Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may

also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

• Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

• Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

• Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

• Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:


	As of										As of
	June 30, 2022					December 31, 2021					September 30, 2022					December 31, 2021
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total			Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in millions)					(in millions)					(in millions)					(in millions)
Grade 1	$	64.66		2.4	%	$	—		0.0	%	$	65.08		2.4	%	$	—		0.0	%
Grade 2		2,527.52		95.8			2,272.76		98.4			2,612.96		95.8			2,272.76		98.4
Grade 3		47.17		1.8			7.55		0.3			48.11		1.8			7.55		0.3
Grade 4		—		—			30.73		1.3			—		—			30.73		1.3
Total Investments	$	2,639.35		100.0	%	$	2,311.04		100.0	%	$	2,726.15		100.0	%	$	2,311.04		100.0	%

The increase in investments with a grade 1 investment performance rating as of ~~June~~September 30, 2022 compared to December 31, 2021 was primarily driven by investments with an aggregate fair value of ~~$64.66~~$65.08 million being upgraded from a grade 2 investment performance rating due to potential exits. The increase in investments with a grade 3 investment performance rating as of ~~June~~September 30, 2022 compared to December 31, 2021 was primarily driven by investments with a fair value of $41.74 million being downgraded from a grade 2 investment performance rating due to financial underperformance. The decrease in investments with a grade 4 investment performance rating was primarily driven by the exit of investments with an aggregate fair value of $30.73 million.

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):


	As of										As of
	June 30, 2022					December 31, 2021					September 30, 2022					December 31, 2021
	Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	(in millions)					(in millions)					(in millions)					(in millions)
Performing	$	2,651.40		100.0	%	$	2,270.24		98.3	%	$	2,760.13		100.0	%	$	2,270.24		98.3	%
Non-accrual		—		—			38.33		1.7			—		—			38.33		1.7
Total Investments	$	2,651.40		100.0	%	$	2,308.57		100.0	%	$	2,760.13		100.0	%	$	2,308.57		100.0	%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are

paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.


	For the Three Months Ended						For the Three Months Ended
	June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021
	($ in millions)						($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	317.61		$	350.27		$	208.30		$	542.53
Second Lien/Senior Secured Debt		—			15.73
Unsecured Debt		5.58			—
Preferred Stock		—			4.29
Common Stock		1.45			—			1.00			4.14
Total	$	324.64		$	370.29		$	209.30		$	546.67
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	41.13		$	64.96		$	154.94		$	113.12
Preferred Stock								—			1.01
Total	$	41.13		$	64.96		$	154.94		$	114.13
Net increase (decrease) in portfolio	$	283.51		$	305.33		$	54.36		$	432.54
Number of new portfolio companies with new investment commitments		7			8			3			10
Total new investment commitment amount in new portfolio companies	$	196.16		$	295.62		$	39.19		$	283.42
Average new investment commitment amount in new portfolio companies	$	28.02		$	36.95		$	13.06		$	28.34
Number of existing portfolio companies with new investment commitments		9			9			8			12
Total new investment commitment amount in existing portfolio companies	$	128.48		$	74.68		$	170.11		$	263.26
Weighted average remaining term for new investment commitments (in years)(2)		5.6			5.5			5.0			5.6
Percentage of new debt investment commitments at floating interest rates		100.0	%		100.0	%		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)		—	%		—	%		—	%		—	%
Weighted average yield on new debt and income producing investment commitments(4)		8.3	%		8.1	%		10.0	%		7.5	%
Weighted average yield on new investment commitments(5)		8.2	%		8.0	%		9.9	%		7.5	%
Weighted average yield on debt and income producing investments sold or repaid(6)		11.3	%		7.0	%		8.0	%		6.7	%
Weighted average yield on investments sold or repaid(7)		2.2	%		7.0	%		8.0	%		6.7	%


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	($ in millions)												($ in millions)
Total investment income	$	50.89		$	30.94		$	97.76		$	58.42		$	65.55		$	39.17		$	163.31		$	97.59
Net expenses		(22.32	)		(15.43	)		(43.31	)		(32.20	)		(29.87	)		(17.81	)		(73.18	)		(50.01	)
Net investment income		28.57			15.51			54.45			26.22			35.68			21.36			90.13			47.58
Net realized gain (loss) on investments		(5.33	)		0.03			(5.33	)		0.03			—			0.09			(5.33	)		0.12
Net realized gain (loss) on foreign currency transactions														(0.11	)		—			(0.11	)		—
Net unrealized appreciation (depreciation) on investments		(11.01	)		3.99			(14.53	)		10.34			(21.93	)		4.17			(36.46	)		14.51
Net unrealized appreciation (depreciation) on foreign currency translations		1.03			—			1.45			—			1.61			—			3.06			—
Income tax (provision) benefit, realized and unrealized gain/loss		0.07			(0.05	)		(0.09	)		0.01			0.13			(0.11	)		0.04			(0.11	)
Net increase in members’ capital from operations	$	13.33		$	19.48		$	35.95		$	36.60		$	15.38		$	25.51		$	51.33		$	62.10

Net increase in members’ capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation onin the investment portfolio.


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	($ in millions)								($ in millions)
Interest	$	46.51	$	28.98	$	89.64	$	55.78	$	60.03	$	36.55	$	149.68	$	92.33
Payment-in-kind		3.53		1.48		6.42		1.64		4.35		2.03		10.76		3.67
Dividend income										0.24		—		0.24		—
Other income		0.85		0.48		1.70		1.00		0.93		0.59		2.63		1.59
Total investment income	$	50.89	$	30.94	$	97.76	$	58.42	$	65.55	$	39.17	$	163.31	$	97.59


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	($ in millions)								($ in millions)
Interest and other debt expenses	$	14.99	$	7.47	$	27.14	$	13.42	$	21.77	$	9.11	$	48.91	$	22.53
Management fees		3.95		2.58		7.71		4.93		4.35		3.31		12.06		8.24
Incentive fees		2.35		4.41		6.35		11.76		2.71		4.50		9.06		16.26
Professional fees		0.32		0.30		0.73		0.78		0.40		0.26		1.12		1.05
Directors’ fees		0.07		0.09		0.14		0.18		0.07		0.09		0.22		0.27
Other general and administrative expenses		0.64		0.58		1.24		1.13		0.57		0.54		1.81		1.66
Total expenses	$	22.32	$	15.43	$	43.31	$	32.20	$	29.87	$	17.81	$	73.18	$	50.01

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:


												For the Three Months Ended					For the Nine Months Ended
	For the Three Months Ended						For the Six Months Ended					September 30, 2022			September 30, 2021		September 30, 2022			September 30, 2021
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021		(in millions)
Convene 237 Park Avenue, LLC (dba Convene)		(5.33	)		—			(5.33	)		—	$	—		$	—	$	(5.33	)	$	—
HowlCO LLC (dba Lone Wolf)		—			0.03			—			0.03
Exostar LLC - Class A													—			0.09		—			0.09
PDDS Holdco, Inc. (dba Planet DDS)(1)													(0.00	)		—		(0.00	)		—
Other, net(1)		0.00			(0.00	)		0.00			—		0.00			—		0.00			0.03
Net realized gain (loss) on investments	$	(5.33	)	$	0.03		$	(5.33	)	$	0.03	$	(0.00	)	$	0.09	$	(5.33	)	$	0.12

For the ~~three and six~~nine months ended ~~June~~September 30, 2022, net realized losses were primarily driven by the full exit of our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene) in April 2022, which resulted in a realized loss of $5.33 million.

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	($ in millions)												($ in millions)
Unrealized appreciation	$	7.32		$	6.68		$	10.14		$	15.29		$	1.80		$	6.89		$	8.36		$	18.12
Unrealized depreciation		(18.33	)		(2.69	)		(24.67	)		(4.95	)		(23.73	)		(2.72	)		(44.82	)		(3.61	)
Net change in unrealized appreciation (depreciation) on investments	$	(11.01	)	$	3.99		$	(14.53	)	$	10.34		$	(21.93	)	$	4.17		$	(36.46	)	$	14.51

The change in unrealized appreciation (depreciation) on investments consisted of the following:


	For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022			For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
	($ in millions)						($ in millions)
Portfolio Company:
Broadway Parent, LLC							$	0.29		$	(0.39	)
Governmentjobs.com, Inc. (dba NeoGov)								0.26			(0.03	)
Superman Holdings, LLC (dba Foundation Software)								0.19			0.01
Exostar LLC - Class B								0.16			(0.07	)
Syntellis Performance Solutions, LLC (dba Axiom)								0.15			0.18
EDB Parent, LLC (dba Enterprise DB)								0.11			0.11
Kaseya Inc.								0.08			0.08
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)								0.06			0.08
Convene 237 Park Avenue, LLC (dba Convene)	$	6.02		$	7.59			—			7.59
Chronicle Bidco Inc. (dba Lexitas)		0.58			0.56
Total Vision LLC		0.18			(0.17	)
Diligent Corporation		0.08			0.63
Viant Medical Holdings, Inc.		0.08			(0.22	)
WhiteWater Holding Company LLC		(0.01	)		0.10
Zarya Intermediate, LLC (dba iOFFICE)		(0.37	)		0.70
MedeAnalytics, Inc.		(0.38	)		(3.17	)		(0.28	)		(3.46	)
Zep Inc.		(0.77	)		(1.49	)		(0.77	)		(2.27	)
Purfoods, LLC		(0.81	)		(0.85	)
Gainsight, Inc.		(0.91	)		(0.98	)
CloudBees, Inc.								(1.00	)		(2.51	)
Bigchange Group Limited		(1.03	)		(1.49	)		(1.07	)		(2.56	)
CloudBees, Inc.		(2.29	)		(1.52	)
MRI Software LLC								(1.28	)		(1.48	)
GHA Buyer Inc. (dba Cedar Gate)								(1.34	)		(1.55	)
Zodiac Intermediate, LLC (dba Zipari)								(1.53	)		(1.65	)
Zarya Intermediate, LLC (dba iOFFICE)								(1.67	)		(0.96	)
Thrasio, LLC								(2.03	)		(2.08	)
Other, net(1)		(11.38	)		(14.22	)		(12.26	)		(25.50	)
Total	$	(11.01	)	$	(14.53	)	$	(21.93	)	$	(36.46	)

Net change in unrealized appreciation (depreciation) in our investments for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was primarily driven by ~~increased~~increase in market volatility and widening credit spreads, partially offset by the reversal of unrealized depreciation in connection with the aforementioned exit of our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene). for the nine months ended September 30, 2022.


	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021			For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
	($ in millions)						($ in millions)
Portfolio Company:
Other, net(1)	$	3.24		$	6.48		$	1.87		$	9.40
Thrasio, LLC		0.60			0.47
Convene 237 Park Avenue, LLC (dba Convene)								1.39			(1.47	)
Chronicle Bidco Inc. (dba Lexitas)								0.64			0.89
One GI LLC								0.54			0.55
Picture Head Midco LLC								0.51			0.74
iCIMS, Inc.								0.50			0.48
PT Intermediate Holdings III, LLC (dba Parts Town)								0.29			1.17
Diligent Corporation								0.21			1.08
Granicus, Inc.								—			(0.14	)
Selectquote, Inc.								—			(0.19	)
Wrike, Inc.								—			(0.37	)
MRI Software LLC								(0.02	)		1.22
Zep Inc.								(0.02	)		(0.32	)
Superman Holdings, LLC (dba Foundation Software)		0.48			1.07			(0.03	)		1.04
Purfoods, LLC		0.46			0.64
Capitol Imaging Acquisition Corp.		0.46			0.43
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		0.42			0.69
MRI Software LLC		0.14			1.24
Wrike, Inc.		—			(0.37	)
Diligent Corporation		(0.01	)		0.86
PT Intermediate Holdings III, LLC (dba Parts Town)		(0.03	)		0.88
Riverpoint Medical, LLC								(0.12	)		0.16
WorkForce Software, LLC								(0.12	)		(0.07	)
Blacksmith Applications, Inc.								(0.14	)		0.01
ConnectWise, LLC								(0.15	)		(0.14	)
MedeAnalytics, Inc.								(0.26	)		0.47
Project Eagle Holdings, LLC (dba Exostar)		(0.04	)		0.92			(0.92	)		—
HowlCO LLC (dba Lone Wolf)		(0.23	)		(0.34	)
Zep Inc.		(0.30	)		(0.30	)
MedeAnalytics, Inc.		(0.39	)		0.73
Convene 237 Park Avenue, LLC (dba Convene)		(0.40	)		(2.86	)
GovDelivery Holdings, LLC (dba Granicus, Inc.)		(0.41	)		(0.20	)
Total	$	3.99		$	10.34		$	4.17		$	14.51

~~Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2021 continued to be impacted by improved economic indicators as a result~~52

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities in addition to our Revolving Credit Facilities, or issue other senior securities. We would

expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of ~~June~~September 30, 2022 and December 31, 2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was ~~169%~~178% and 174%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters, that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice. As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

The following table summarizes the total Units issued and proceeds related to capital drawdowns:


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)		Units Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022
June 21, 2022		1,069,872	$	103.31		1,069,872	$	103.31
August 23, 2022						1,564,324		147.58
Total capital drawdowns		1,069,872	$	103.31		2,634,196	$	250.89
For the Six Months Ended June 30, 2021
For the Nine Months Ended September 30, 2021
June 28, 2021		1,126,459	$	110.69		1,126,459	$	110.69
August 13, 2021						1,224,208		118.06
September 17, 2021						1,518,480		147.58
Total capital drawdowns		1,126,459	$	110.69		3,869,147	$	376.33

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of ~~June~~September 30, 2022:

We entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), and lead arranger, MUFG Union Bank, N.A., as letter of credit issuer and a lender, and the other lenders from time to time party thereto. We amended the MUFG Revolving Credit Facility on July 31, 2019 December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021, September 17, 2021, December 23, 2021 and May 5, 2022.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was ~~$228.00~~$137.00 million as of ~~June~~September 30, 2022. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 5, 2023.

Under the MUFG Revolving Credit Facility, we have the ability to elect, for loans denominated in U.S. Dollars, either Term SOFR with a one-, three- or six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the MUFG Revolving Credit Facility is (A) the applicable benchmark plus the applicable credit adjustment spread for such benchmark plus 2.25% per annum or (B) an alternative base rate (the greatest of the prime rate set by MUFG Bank, Ltd., the federal funds rate plus 0.50%, and Term SOFR with a one-month tenor plus 1.00% (“ABR”)) plus 1.25% per annum. We pay a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

For further details, see Note 6 “Debt – MUFG Revolving Credit Facility” to our consolidated financial statements included in this report.

On September 24, 2020, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S Bank National Association serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator. The Company amended the JPM Revolving Credit Facility on February 12, 2021, March 5, 2021, June 25, 2021, August 17, 2021, October 29, 2021 and February 15, 2022.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) Term SOFR plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.75% per annum, after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of ~~June~~September 30, 2022, the total commitments under the JPM Revolving Credit Facility were $1,650.00 million. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at that time.

For further details, see Note 6 “Debt – JPM Revolving Credit Facility” to our consolidated financial statements included in this report.

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of ~~June~~September 30, 2022, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

Under newly adopted Rule 18f-4 under the Investment Company Act, BDCs that use derivatives will be subject to a value-at-risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements will apply unless the BDC qualifies as a “Limited Derivatives User,” as defined under the new rule. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. The Company expects to qualify as a Limited Derivatives User and does not expect the new rule to have a material impact on its consolidated financial statements.

On ~~May 12,~~November 2, 2022, Carmine Rossetti notified us of his intention to resign from his position as our principal financial officer, Chief Financial Officer and Treasurer. Mr. Rossetti will cease serving as our principal financial officer, Chief Financial Officer and Treasurer, effective on or about August 10, 2022. In addition, on May 12, 2022, Mr. Rossetti also notified each of Goldman Sachs BDC, Inc. (“GS BDC”), Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), and Goldman Sachs Middle Market Lending Corp. II (“GS MMLC II”) of his intention to resign as the principal financial officer, Chief Financial Officer and Treasurer of GS BDC, GS PMMC and GS MMLC II, respectively, in each case effective on or about August 10, 2022. Mr. Rossetti’s resignation is not the result of any disagreement with the Company. To assist in an orderly transition, Mr. Rossetti will continue serving in his current role during the transition period.

On May 16, 2022, our board of directors appointed David Pessah, as Chief Financial Officer and Treasurer, effective on or about August 10, 2022. Mr. Pessah was also appointed as our principal financial officer, succeeding Mr. Rossetti, effective on or about August 10, 2022. Mr. Pessah will also continue to serve as our principal accounting officer. Mr. Pessah was also appointed as Chief Financial Officer, Treasurer and principal financial officer of GS BDC, GS PMMC and GS MMLC II, in each case effective on or about August 10, 2022.

On May 20, 2022, David Yu resigned from his position as our Executive Vice President and Head of Research, effective July 8, 2022. In addition, on May 20, 2022, Mr. Yu also resigned from his position as Executive Vice President and Head of Research of GS BDC, GS PMMC and GS MMLC II, in each case effective July 8, 2022. Mr. Yu’s resignation is not the result of any disagreement with us.

~~On August 3, 2022,~~ the Board of Directors declared a distribution equal to an amount up to the Company’s taxable earnings per unit, including net investment income (if positive) for the period ~~July~~October 1, 2022 through ~~September 30,~~December 31, 2022, payable on or about ~~October 28, 2022~~January 27, 2023 to Unitholders of record as of ~~October 5,~~December 30, 2022.

As of the date of this report, the BDC Investment Committee (as defined below) consisted of the following voting members: Justin Betzen, Alex Chi, David Miller, James Reynolds, Kevin Sterling, and Greg Watts, along with members from Goldman Sachs’s Compliance, Legal, Tax, and Controllers divisions.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of ~~June~~September 30, 2022 and December 31, 2021, on a fair value basis, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit Facilities bear interest at a floating rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our ~~June~~September 30, 2022 Consolidated Statements of Financial Condition, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:


As of June 30, 2022 Basis Point Change	Interest Income			Interest Expense			Net Income
As of September 30, 2022 Basis Point Change										Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	66.50		$	(37.35	)	$	29.15		$	67.15		$	(36.05	)	$	31.10
Up 200 basis points		44.33			(24.90	)		19.43			44.77			(24.04	)		20.73
Up 100 basis points		22.17			(12.45	)		9.72			22.38			(12.02	)		10.36
Up 75 basis points		16.62			(9.34	)		7.28			16.79			(9.01	)		7.78
Up 50 basis points		11.08			(6.23	)		4.85			11.19			(6.01	)		5.18
Up 25 basis points		5.54			(3.11	)		2.43			5.60			(3.00	)		2.60
Down 25 basis points		(5.54	)		3.11			(2.43	)		(5.60	)		3.00			(2.60	)
Down 50 basis points		(11.04	)		6.23			(4.81	)		(11.19	)		6.01			(5.18	)
Down 75 basis points		(16.53	)		9.34			(7.19	)		(16.79	)		9.01			(7.78	)
Down 100 basis points		(20.70	)		12.45			(8.25	)		(22.38	)		12.02			(10.36	)
Down 200 basis points		(25.13	)		24.46			(0.67	)		(44.77	)		24.04			(20.73	)
Down 300 basis points		(25.18	)		27.07			1.89			(57.30	)		36.05			(21.25	)

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2022. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended ~~June~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 4, 2022. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.

The U.S. capital markets have experienced extreme disruption since the global outbreak of COVID-19. Such disruptions have been evidenced by volatility in global stock markets as a result of uncertainty regarding the COVID-19 pandemic, the fluctuating price of commodities such as oil, and Russia’s military invasion of Ukraine. Despite actions of the U.S. federal government and foreign governments, these events have contributed to worsening general economic conditions that are materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.

Significant changes or volatility in the capital markets may negatively affect the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not reflect the full impact of the COVID-19 pandemic, Russia’s military invasion of Ukraine and measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.

Significant changes in the capital markets, such as disruptions in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine, have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize

significantly less than the value at which we have recorded our investments if we were required to sell them to increase our liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Further, current market conditions may make it difficult to raise equity capital, extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business, financial condition or results of operations.

Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine, create and exacerbate risks.

The COVID-19 pandemic has created disruptions in supply chains and economic activity, contributed to labor difficulties and is having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries, which may in the future adversely affect our financial condition, liquidity and results of operations. The extent to which the COVID-19 pandemic will negatively affect our financial condition, liquidity and results of operations will depend on future developments, including the emergence of new variants of COVID-19 and the effectiveness of vaccines and treatments over the long term and against new variants, which are highly uncertain and cannot be predicted.

While financial markets have rebounded from the significant declines that occurred early in the pandemic and global economic conditions generally improved, certain of the circumstances that arose or became more pronounced after the onset of the COVID-19 pandemic have persisted, including (i) relatively weak consumer confidence; (ii) low levels of the federal funds rate and yields on U.S. Treasury securities which, at times, were near zero; (iii) ongoing heightened credit risk with regard to industries that have been most severely impacted by the pandemic, including, at times, oil and gas, gaming and lodging, and airlines; (iv) higher cyber security, information security and operational risks; and (v) interruptions in the supply chain that have adversely affected many businesses and have contributed to higher rates of inflation.

Depending on the duration and severity of the pandemic going forward, as well as the effects of the pandemic on consumer and corporate confidence, the conditions noted above could continue for an extended period and other adverse developments may occur or reoccur, including (i) the decline in value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements under the Investment Company Act, (v) our ability to maintain our distributions at their current level or to pay them at all, or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted. See “—The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.”

Governmental authorities worldwide have taken measures to stabilize the markets and support economic growth. The continued success of these measures is unknown, and they may not be sufficient to address future market dislocations or avert severe and prolonged reductions in economic activity.

In addition, disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.

In addition, Russia’s invasion of Ukraine in February 2022 and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with

certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the

impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted. Those events present material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. See “— Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine, create and exacerbate risks.” Any market disruptions as a result of such acts could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

As a BDC, we are prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of a majority of our Independent Directors who have no financial interest in the transaction, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is deemed our affiliate for purposes of the Investment Company Act. If this is the only reason such person is our affiliate, we are generally prohibited from buying any asset from, or selling any asset (other than Units) to, such affiliate, absent the prior approval of such directors. The Investment Company Act also prohibits “joint” transactions with an affiliate, which could include joint investments in the same portfolio company, without approval of our Independent Directors or in some cases the prior approval of the SEC. Moreover, except in certain limited circumstances, we are prohibited from buying any asset from or selling any asset to a holder of more than 25% of our voting securities, absent prior approval of the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.

In certain circumstances, we can make negotiated co-investments pursuant to an order from the SEC permitting us to do so. On January 4, 2017, the SEC granted to the Investment Adviser and the BDCs advised by the Investment Adviser exemptive relief on which we rely to co-invest with other funds managed by the Investment Adviser in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors (the “Relief”). Additionally, if our Investment Adviser forms other funds in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the SEC published a notice of an application that is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. There can be no assurance when ~~any such~~the order requested in the Application will be obtained or that ~~one~~any such order will be obtained at all.

Our Investment Adviser, its principals, investment professionals and employees and the members of its BDC Investment Committee have certain conflicts of interest.

Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of ~~our investment committee (“~~the BDC Investment ~~Committee”)~~Committee and our officers and directors serve or may serve now or in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other BDCs and other investment funds) that operate in the same or a related line of business as us. Certain of these individuals could have obligations to investors in other Accounts, the fulfillment of which is not in our best interests or the best interests of our Unitholders, and we expect that investment opportunities will satisfy the investment criteria for both us and such other Accounts. In addition, GSAM and its affiliates also manage other Accounts, and expect to manage other vehicles or ~~accounts~~Accounts in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. The fact that our investment advisory fees may be lower than those of certain other funds advised by GSAM could result in this conflict of interest affecting us adversely relative to such other funds.

Subject to applicable law, we may invest alongside Goldman Sachs and the Accounts.

As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Accounts to which to allocate investment opportunities. If we are unable to rely on our exemptive relief for a particular opportunity, when our Investment Adviser identifies certain investments, itthe Investment Adviser will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. GSAM’s allocation policy currently provides that the Investment Adviser allocate opportunities through a rotation system or in such other manner as the Investment Adviser determines to be equitable. Accordingly, it is possible that we may not be given the opportunity to participate in investments made by other Accounts. See “—Legal and Regulatory—Our ability to enter into transactions with our affiliates is restricted.”

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation, such as current inflation related to global supply chain disruptions. Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect consumer spending, economic growth and our portfolio companies’ operations. If our portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

Debt investments that we make may be based on floating rates, such as SOFR (as defined below), LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. It is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates. On March 5, 2021, the Financial Conduct Authority and ICE Benchmark Authority announced that the publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings ceased to be published as of December 31, 2021, while the publication of the overnight, 1 month, 3 month, 6 month, and 12 months U.S. dollar (“USD”) LIBOR settings will cease after June 30, 2023. In addition, while USD LIBOR (other than 1 week and 2 months) will continue to be published until June 30, 2023, banks cannot use USD LIBOR in new contracts after December 31, 2021 (nor in extensions of existing contracts) and therefore USD LIBOR will be limited to those investments that were in existence prior to December 31, 2021. To identify a successor rate for USD LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On December 6, 2021, the ARRC released a statement selecting and recommending forms of SOFR, along with associated spread adjustments and conforming changes, to replace references to 1-week and 2-month USD LIBOR. We expect that a substantial portion of our future floating rate investments will be linked to SOFR. At this time, it is not possible to predict the effect of the transition to SOFR.

Because we have borrowed money, and may issue preferred units to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred units and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common Units less attractive if we are not able to increase our dividend rate, which could reduce the value of our common Units. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In 2022, the U.S. Federal Reserve raised short term interest rates and has suggested additional interest rate increases may come. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our

performance to the extent we are exposed to such interest rates and/or volatility. In periods of rising interest rates, such as the current interest rate environment, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR or SOFR floor, as applicable), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rates we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.

Many of our portfolio securities do not have a readily available market ~~price,~~quotations (as defined in Rule 2a-5), and we value these securities at fair value as determined in good faith under procedures adopted by our Board, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.

The majority of our investments are, and are expected to continue to be, in debt instruments that do not have readily ascertainable market ~~prices.~~quotations. The fair value of assets that are not publicly traded or whose market ~~prices~~quotations are not readily available are determined in good faith under procedures adopted by our Board of Directors. Our Board of Directors has designated our Investment Adviser as the valuation designee primarily responsible for the valuation of our assets in accordance with Rule 2a-5 under the Investment Company Act. As the valuation designee, our Investment Adviser utilizes the services of independent third-party valuation firms (“Independent Valuation Advisors”) in determining the fair value of a portion of the securities in our portfolio. Investment professionals from our Investment Adviser also recommend portfolio company valuations using sources and/or proprietary models depending on the availability of information on our assets and the type of asset being valued, all in accordance with our valuation policy. The participation of our Investment Adviser in our valuation process could result in a conflict of interest, ~~since~~as the Management Fee is based in part on our ~~gross~~net assets and also because our Investment Adviser is receiving a performance-based Incentive Fee.

In addition, the Investment Adviser may value an identical asset differently than Goldman Sachs, another division or unit within Goldman Sachs or another Account values the asset, including because Goldman Sachs, such other division or unit or Account has information or uses valuation techniques and models that it does not share with, or that are different ~~than~~from those of, the Investment Adviser or the Company. These valuation differences for the same asset can result in significant differences in the treatment of such asset by the Investment Adviser, Goldman Sachs, and other divisions or units of Goldman Sachs, and/or among Accounts (e.g., with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on nonaccrual status and/or in default).

Because fair valuations, and particularly fair valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates, comparisons and qualitative evaluations of private information, it may be more difficult for investors to value accurately our investments and could lead to undervaluation or overvaluation of our common Units. In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.

On December 3, 2020, the SEC announced that it adopted Rule 2a-5 under the Investment Company Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the Investment Company Act. The new rule clarifies how fund boards can satisfy their valuation obligations in light of recent market developments. The rule will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. The new rule went into effect on March 8, 2021 and ~~has~~had a compliance date of September 8, 2022. ~~We intend~~In accordance with this rule and as discussed above, our Board of Directors has designated our Investment Adviser as the valuation designee primarily responsible for the valuation of our assets, subject to bethe oversight of the Board of Directors, and we are in compliance with ~~Rule 2a-5 under the Investment Company Act on or before such compliance date.~~this rule.

Our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV. Volatile market conditions could also cause reduced liquidity in the market for

certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in our NAV.

The following table summarizes the total Units issued and proceeds related to capital drawdowns:


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)		Units Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2022
For the Nine Months Ended September 30, 2022
June 21, 2022		1,069,872	$	103.31		1,069,872	$	103.31
August 23, 2022						1,564,324		147.58
Total capital drawdowns		1,069,872	$	103.31		2,634,196	$	250.89
For the Six Months Ended June 30, 2021
For the Nine Months Ended September 30, 2021
June 28, 2021		1,126,459	$	110.69		1,126,459	$	110.69
August 13, 2021						1,224,208		118.06
September 17, 2021						1,518,480		147.58
Total capital drawdowns		1,126,459	$	110.69		3,869,147	$	376.33

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Delaware	83-3053002
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)


	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Financial Condition	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Members' Capital	6
	Consolidated Statements of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	23
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	57
ITEM 4.	Controls and Procedures	58

PART II	OTHER INFORMATION	58
ITEM 1.	Legal Proceedings	58
ITEM 1A.	Risk Factors	58
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
ITEM 3.	Defaults Upon Senior Securities	63
ITEM 4.	Mine Safety Disclosures	63
ITEM 5.	Other Information	63
ITEM 6.	Exhibits	63

SIGNATURES		65


(+)	Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any,("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower’s option, which reset periodically based on the terms of the credit agreement. L, S and SSN loans are typically indexed to 12 month, 6 month, 3 month or 1 month L, S or SSN rates. As of ~~June~~September 30, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are ~~3.62%~~4.78%, ~~2.94%~~4.23%, ~~2.29%~~3.75% and ~~1.79%~~3.14%, respectively. As of ~~June~~September 30, 2022, 1 month S was ~~1.09%~~2.47%, 3 month S was ~~0.70%~~2.13%, 3 month SN was 1.47%, P was ~~4.75%,~~6.25% and Canadian Prime rate ("CDN P") was ~~3.70%~~5.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at ~~June~~September 30, 2022.
(++)	Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, ~~Euro ("€"),~~ Great British Pound ("GBP"), or Canadian Dollar (“CAD”).
#	Percentages are based on net assets.
^^^	The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(1)	The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of ~~June~~September 30, 2022, the aggregate fair value of these securities is ~~$138,384~~ $121,799or ~~5.06%~~4.28% of the Company’s total assets.
(2)	Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(3)	All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.
(4)	The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(5)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies”.
(6)	Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of ~~June~~September 30, 2022, the aggregate fair value of these securities is ~~$50,301~~$50,509 or ~~4.59%~~4.12% of the Company's net assets. The initial acquisition dates have been included for such securities.
(7)	Non-income producing security.
(8)	The annualized seven-day yield as of ~~June~~September 30, 2022 is ~~1.36%~~2.90%.
(9)	In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
PIK	~~Payment In Kind~~Payment-In-Kind


(+)	Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR ("S"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower’s option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L or S rates. As of December 31, 2021, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.58%, 0.34%, 0.21%, 0.15%, 0.10% and 0.08%, respectively. As of December 31, 2021, 3 month S was 0.05%, P was 3.25%, and Canadian Prime rate ("CDN P") was 2.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2021.
(++)	Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”).
#	Percentages are based on net assets.
(1)	The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, the aggregate fair value of these securities is $132,095 or 5.56% of the Company’s total assets.
(2)	The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(3)	Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(4)	All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.
(5)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies”.
(6)	The investment is on non-accrual status. See Note 2 "Significant Accounting Policies”.
(7)	Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $52,792 or 5.36% of the Company's net assets. The initial acquisition dates have been included for such securities.
(8)	Non-income producing security.
PIK	~~Payment In Kind~~Payment-In-Kind


Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	OTC derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.


Large accelerated filer:	☐	Accelerated filer:	☐	Non-accelerated filer:	☒	Smaller reporting company:	☐
Emerging growth company:	☒


Investment #	Industry	Initial Acquisition Date(7)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 4.14%
Broadway Parent, LLC	Diversified Financial Services	01/25/21		3,700,000	$	3,717	$	4,366	(2) (3) (8)
CloudBees, Inc.	Software	11/24/21		1,038,917		11,623		11,626	(3) (8)
Diligent Corporation	Professional Services	04/06/21		4,400		4,290		4,704	(2) (3) (8)
Foundation Software	Construction & Engineering	08/31/20		912		912		1,027	(2) (3) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		9,549		9,310		9,310	(3) (8)
MedeAnalytics, Inc.	Health Care Technology	10/09/20		1,825,100		1,825		1,697	(2) (3) (8)
WSO2, Inc.	IT Services	11/04/21		509,767		8,052		8,052	(3) (8)
Total Preferred Stock						39,729		40,782
Common Stock - 1.05%
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	03/10/21		26,555	$	2,656	$	2,775	(2) (3) (8)
Exostar LLC - Class B	Aerospace & Defense	07/06/20		1,424,165		—		1,139	(2) (3) (8)
Foundation Software - Class B	Construction & Engineering	08/31/20		490,234		—		372	(2) (3) (8)
Total Vision LLC	Health Care Providers & Services	07/15/21		65,714		1,150		1,183	(2) (3) (8)
Volt Bidco, Inc. (aka Power Factors)	Independent Power and Renewable Electricity Producers	08/11/21		2,638		2,638		2,774	(2) (3) (8)
WhiteWater Holding Company LLC	Diversified Consumer Services	12/21/21		21,000		2,100		2,100	(3) (8)
Total Common Stock						8,544		10,343
Warrants - 0.17%
CloudBees, Inc.	Software	11/24/21		300,946	$	1,666	$	1,667	(2) (3) (8)
Total Warrants						1,666		1,667
Total Investments - 234.59%					$	2,308,568	$	2,311,044


	June 30, 2022							December 31, 2021
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Units	$	1,475,812	$	368,953		75	%	$	1,475,812	$	472,260		68	%


(1)	Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.
(2)	Includes income producing preferred stock investments, if applicable.
(3)	For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
	For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
	Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
	Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
	As of ~~June~~September 30, 2022 and December 31, 2021, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented ~~33.0%~~35.8% and 37.3% of total debt investments at fair value.


	June 30, 2022							December 31, 2021
	Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded			Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded
Common Units	$	1,475.81	$	368.95		75	%	$	1,475.81	$	472.26		68	%


	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
MUFG Revolving Credit Facility	$	211.00	$	211.00	$	—	$	—	$	—
JPM Revolving Credit Facility(1)	$	1,383.76	$	—	$	—	$	1,383.76	$	—


EXHIBIT NO.		EXHIBIT

3.1		Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56052), filed on May 2, 2019).

3.2		Third Amended and Restated Limited Liability Company Agreement dated December 16, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on December 20, 2021).

~~10.1~~		Third Commitment Increase Request, dated as of June 15, 2022, by and among Goldman Sachs Private Middle Market Credit II SPV II LLC, as borrower, Goldman Sachs Private Middle Market Credit II LLC, as its designated Manager, JPMorgan Chase Bank, National Association as lender, and JPMorgan Chase Bank, National Association as administrative agent for the lenders thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on June 15, 2022).

31.1*		Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



						GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC

Date: ~~August 9,~~November 8, 2022						/s/ Alex Chi
						Name: Alex Chi
						Title: Co-Chief Executive Officer and Co-President
						(Co-Principal Executive Officer)

Date: ~~August 9,~~November 8, 2022						/s/ David Miller
						Name: David Miller
						Title: Co-Chief Executive Officer and Co-President
						(Co-Principal Executive Officer)

Date: ~~August 9,~~November 8, 2022						/s/ ~~Carmine Rossetti~~David Pessah
						Name: ~~Carmine Rossetti~~David Pessah
						Title: Chief Financial Officer and Treasurer (Principal Financial Officer)