~~UNITED STATES~~

~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington, D.C. 20549~~Table of Contents

~~FORM 10-Q~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

For the quarterly period ended ~~September 30, 2017~~March 31, 2022

☐	~~TRANSITION 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

Commission file ~~number~~number: 000-55660

Goldman Sachs Private Middle Market Credit LLC

(Exact Name of Registrant as Specified in Its Charter)



Delaware		81-3233378
(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 ~~Office)~~Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 902-0300

~~Not Applicable~~

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

Not Applicable

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 X☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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,”~~company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:

☐

Accelerated filer:

☐

Non-accelerated filer:

☒

Smaller reporting company:

☐

Emerging growth company:

☒

~~(Do not check if a smaller reporting company)~~

~~Emerging growth company X~~

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. X☒

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

~~The number~~

As of May 10, 2022, there were 10,687,877 units of the ~~registrant’s~~ limited liability ~~company~~company’s common units ~~outstanding at November 2, 2017 was 5,023,428.~~outstanding.

Table of Contents

GOLDMAN SACHS PRIVATE ~~MIDDLE~~MIDDLE MARKET CREDIT LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

INDEX PAGE


	~~INDEX~~Cautionary Statement Regarding Forward-Looking Statements	~~PAGE~~		3
PART II.	FINANCIAL INFORMATION		4
ITEM 1.	Financial Statements (Unaudited)		4
	Consolidated Statements of Financial Condition ~~as of September 30, 2017 (Unaudited) and December 31, 2016~~		4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2017 (Unaudited) and for the three months ended September 30, 2016 (Unaudited) and for the period from June 9, 2016 (inception) to September 30, 2016 (Unaudited)		5
	Consolidated Statements of Changes in ~~Members’~~Members' Capital ~~for the nine months ended September 30, 2017 (Unaudited) and for the period from June 9, 2016 (inception) to September 30, 2016 (Unaudited)~~		6
	Consolidated Statements of Cash Flows ~~for the nine months ended September 30, 2017 (Unaudited) and for the period from June 9, 2016 (inception) to September 30, 2016 (Unaudited)~~		7
	Consolidated Schedules of Investments ~~as of September 30, 2017 (Unaudited) and December 31, 2016~~		8
	Notes to the Consolidated Financial Statements ~~(Unaudited)~~		12	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28	33
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		42	45
ITEM 4.	Controls and Procedures		43	46

PART IIII.	OTHER INFORMATION		44	46
ITEM 1.	Legal Proceedings		44	46
ITEM 1A.	Risk Factors		44	46
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		44	51
ITEM 3.	Defaults Upon Senior Securities		44	51
ITEM 4.	Mine Safety Disclosures		44	51
ITEM 5.	Other Information		44	51
ITEM 6.	Exhibits		44	51

SIGNATURES		46	53

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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, ~~2016,~~2021, 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, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. ~~Under~~The safe harbor provisions of Section ~~21E(b)(2)(B)~~21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995~~which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements ~~made~~ in ~~periodic reports we file under the Exchange Act, such as~~ this quarterly report ~~on Form 10-Q.~~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:

•

our future operating results;

•

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;~~

markets, including the effect of the COVID-19 pandemic or any future pandemic;

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and ~~China;~~

China, and the war between Russia and Ukraine;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

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 ~~our~~Goldman Sachs Asset Management, L.P., the investment ~~adviser;~~

adviser (the “Investment Adviser”) of the Company;

~~our expected financings and investments;~~

•

the use of borrowed money to finance a portion of our investments;

•

our ability to make distributions;

•

the adequacy of our cash resources and working capital;

•

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 impact of future acquisitions and divestitures;

•

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

•

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

amended (the “Code”);

•

actual and potential conflicts of interest with ~~Goldman Sachs Asset Management, L.P.~~the Investment Adviser and its affiliates;

•

the ability of ~~our investment adviser~~the Investment Adviser to attract and retain highly talented professionals;

•

the impact on our business from new or amended legislation or regulations; ~~and~~

•

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

•

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

•

the impact of inflation on our portfolio companies;

•

the effect of global climate change 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.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

September 30, 2017
(Unaudited) December 31, 2016
Assets
Non-controlled/non-affiliated investments, at fair value (cost of $663,426 and $199,182, respectively) $ 664,370 $ 199,436
Investments in affiliated money market fund (cost of $1 and $138,311, respectively) 1 138,311
Cash 37,553 3,863
Receivable for common units sold 2,435 –
Interest and dividends receivable from non-controlled/non-affiliated investments 2,594 645
Deferred financing costs 784 1,351
Deferred offering costs – 859
Other assets 17 –

Total assets $ 707,754 $ 344,465

Liabilities
Debt $ 289,000 $ 130,000
Interest and other debt expenses payable 615 188
Management fees payable 1,351 698
Incentive fees payable 3,736 –
Distribution payable 9,962 2,998
Accrued offering costs – 285
Accrued organization costs – 115
Directors’ fees payable 27 –
Accrued expenses and other liabilities 1,007 740

Total liabilities $ 305,698 $ 135,024

Commitments and Contingencies (Note 7)
Members’ Capital
Preferred units (0 units issued and outstanding) $ – $ –
Common units (4,123,094 and 2,142,978 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)
405,176 209,521
Accumulated net realized gain (loss) (11 ) –
Accumulated undistributed net investment income (distributions in excess of net investment income) (4,053 ) (334 )
Net unrealized appreciation (depreciation) on investments 944 254

TOTAL MEMBERS’ CAPITAL $ 402,056 $ 209,441

TOTAL LIABILITIES AND MEMBERS’ CAPITAL $ 707,754 $ 344,465

Net asset value per unit $ 97.51 $ 97.73


	March 31, 2022 (Unaudited)			December 31, 2021
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $711,943 and $822,888)	$	689,985		$	793,150
Non-controlled affiliated investments (cost of $5,254 and $5,254)		6,755			6,720
Total investments, at fair value (amortized cost of $717,197 and $828,142)	$	696,740		$	799,870
Investments in affiliated money market fund (cost of $79,559 and $125,127)		79,559			125,127
Cash		17,498			15,130
Receivable for investments sold		67			68
Interest and dividends receivable		6,599			7,562
Deferred financing costs		2,210			2,506
Unrealized appreciation on foreign currency forward contracts		58			46
Other assets		120			—
Total assets	$	802,851		$	950,309
Liabilities
Debt	$	247,439		$	307,242
Interest and other debt expenses payable		2,094			2,682
Management fees payable		2,015			2,160
Incentive fees payable		52,693			51,487
Directors’ fees payable		49			5
Accrued expenses and other liabilities		1,126			1,129
Total liabilities	$	305,416		$	364,705
Commitments and contingencies (Note 8)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—		$	—
Common units (10,687,877 and 10,687,877 units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)		573,309			663,936
Distributable earnings		(75,874	)		(78,332	)
Total members’ capital	$	497,435		$	585,604
Total liabilities and members’ capital	$	802,851		$	950,309
Net asset value per unit	$	46.54		$	54.79

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

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Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

For the three
months ended
September 30, 2017 For the three
months ended
September 30, 2016 For the nine
months ended
September 30, 2017 For the period from
June 9, 2016
(inception) to
September 30, 2016
Investment Income:
From non-controlled/non-affiliated investments:
Interest income
$ 14,749 $ 1,195 $ 33,014 $ 1,195
Other income
177 9 644 9

Total investment income from non-controlled/non-affiliated investments
14,926 1,204 33,658 1,204
From non-controlled affiliated investments:
Dividend income
2 12 14 12

Total investment income from non-controlled affiliated investments
2 12 14 12

Total investment income $ 14,928 $ 1,216 $ 33,672 $ 1,216

Expenses:
Interest and other debt expenses
$ 2,980 $ 437 $ 5,982 $ 437
Management fees
1,351 611 3,129 611
Incentive fees
1,541 – 3,736 –
Offering costs
– 395 949 395
Professional fees
375 211 819 211
Administration, custodian and transfer agent fees
150 83 372 83
Directors’ fees
31 78 90 78
Organization costs
– 22 – 360
Other expenses
85 28 259 28

Total expenses $ 6,513 $ 1,865 $ 15,336 $ 2,203

Management fees waiver
$ – $ (391 ) $ – $ (391 )

Net expenses $ 6,513 $ 1,474 $ 15,336 $ 1,812

NET INVESTMENT INCOME (LOSS) $ 8,415 $ (258 ) $ 18,336 $ (596 )

Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments
$ (9 ) $ – $ (11 ) $ –
Net change in unrealized appreciation (depreciation) from:

Non controlled/non-affiliated investments
261 12 690 12

Net realized and unrealized gains (losses) $ 252 $ 12 $ 679 $ 12

NET INCREASE (DECREASE) IN MEMBERS’ CAPITAL RESULTING FROM OPERATIONS $ 8,667 $ (246 ) $ 19,015 $ (584 )

Net investment income (loss) per unit (basic and diluted)
$ 2.41 $ (0.47 ) $ 6.77 $ (1.35 )
Earnings (loss) per unit (basic and diluted)
$ 2.48 $ (0.45 ) $ 7.02 $ (1.32 )
Weighted average units outstanding
3,492,675 547,715 2,708,267 442,016
Distributions declared per unit
$ 2.42 $ – $ 6.84 $ –


	For the Three Months Ended
	March 31, 2022			March 31, 2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	16,756		$	25,756
Payment-in-kind income		970			1,334
Other income		200			433
From non-controlled affiliated investments:
Interest income		—			—
Dividend income		57			54
Other income		—			—
Total investment income	$	17,983		$	27,577
Expenses:
Interest and other debt expenses	$	2,842		$	4,444
Management fees		2,015			3,068
Incentive fees		1,206			4,398
Professional fees		169			240
Directors’ fees		49			61
Other general and administrative expenses		296			424
Total expenses	$	6,577		$	12,635
Net investment income	$	11,406		$	14,942
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(13,098	)	$	7,490
Foreign currency forward contracts		14			(53	)
Foreign currency transactions		(112	)		18
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		7,780			(232	)
Non-controlled affiliated investments		35			245
Foreign currency forward contracts		12			114
Foreign currency translations		843			2,465
Net realized and unrealized gains (losses)	$	(4,526	)	$	10,047
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments	$	(49	)	$	(67	)
Net increase in members’ capital from operations	$	6,831		$	24,922
Weighted average units outstanding		10,687,877			10,687,877
Net investment income per unit (basic and diluted)	$	1.07		$	1.40
Earnings per unit (basic and diluted)	$	0.64		$	2.33

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

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except unit and per unit amounts)

(Unaudited)

For the nine
months ended
September 30, 2017 For the period from
June 9, 2016
(inception) to
September 30, 2016
Increase (decrease) in Members’ Capital resulting from operations:
Net investment income (loss)
$ 18,336 $ (596 )
Net realized gain (loss) on investments
(11 ) –
Net change in unrealized appreciation (depreciation) on investments
690 12

Net increase (decrease) in Members’ Capital resulting from operations $ 19,015 $ (584 )

Distributions to unitholders from:
Net investment income
$ (22,055 ) $ –

Total distributions to unitholders $ (22,055 ) $ –

Capital transactions:
Issuance of units (1,980,116 and 1,681,503 units, respectively)
$ 195,655 $ 165,039

Net increase in Members’ Capital resulting from capital transactions $ 195,655 $ 165,039

TOTAL INCREASE (DECREASE) IN MEMBERS’ CAPITAL $ 192,615 $ 164,455

Members’ Capital at beginning of period $ 209,441 $ –

Members’ Capital at end of period $ 402,056 $ 164,455

Accumulated undistributed net investment income (distributions in excess of net investment income)
$ (4,053 ) $ (596 )


	For the Three Months Ended
	March 31, 2022			March 31, 2021

Members’ capital at beginning of period	$	585,604		$	809,718
Increase in members’ capital from operations:
Net investment income	$	11,406		$	14,942
Net realized gain (loss)		(13,196	)		7,455
Net change in unrealized appreciation (depreciation)		8,670			2,592
(Provision) benefit for unrealized appreciation/depreciation on investments		(49	)		(67	)
Net increase in members’ capital from operations	$	6,831		$	24,922
Distributions to unitholders from:
Return of capital	$	(90,627	)	$	—
Distributable earnings	$	(4,373	)	$	—
Total distributions to unitholders	$	(95,000	)	$	—
Total increase (decrease) in members’ capital	$	(88,169	)	$	24,922
Members’ capital at end of period	$	497,435		$	834,640
Distributions per unit	$	8.89		$	—

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

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Statements of Cash Flows

~~(in thousands, except unit and per unit amounts)~~

~~(Unaudited)~~

   For the nine
months ended
September 30, 2017 For the period from
June 9, 2016
(inception) to
September 30, 2016
Cash flows from operating activities:
Net increase (decrease) in Members’ Capital resulting from operations:    $ 19,015 $ (584 )
Adjustments to reconcile net increase (decrease) in Members’ Capital resulting from operations to net cash provided by (used for) operating activities:

Purchases of investments
   (522,458 ) (146,115 )
Investments in affiliated money market fund, net
   138,310 (153,004 )
Proceeds from sales of investments and principal repayments
   59,665 –
Net realized (gain) loss on investments
   11 –
Net change in unrealized (appreciation) depreciation on investments
   (690 ) (12 )
Amortization of premium and accretion of discount, net
   (1,462 ) (26 )
Amortization of deferred financing costs
   847 180
Amortization of deferred offering costs
   949 395
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in receivable for common units sold
   (2,435 ) –
(Increase) decrease in interest and dividends receivable
   (1,949 ) (294 )
(Increase) decrease in other assets
   (19 ) (6 )
Increase (decrease) in interest and other debt expenses payable
   420 182
Increase (decrease) in management fees payable
   653 220
Increase (decrease) in incentive fees payable
   3,736 –
Increase (decrease) in accrued organization costs
   (115 ) 360
Increase (decrease) in directors’ fees payable
   27 78
Increase (decrease) in accrued expenses and other liabilities
   269 538


Net cash provided by (used for) operating activities    $ (305,226 ) $ (298,088 )


Cash flows from financing activities:
Proceeds from issuance of common units
   $ 195,655 $ 164,881
Offering costs paid
   (375 ) (15 )
Distributions paid
   (15,091 ) –
Financing costs paid
   (273 ) (1,399 )
Borrowings on debt
   492,000 137,500
Repayments of debt
   (333,000 ) –


Net cash provided by (used for) financing activities    $ 338,916 $ 300,967


Net increase (decrease) in cash    33,690 2,879
Cash, beginning of period    3,863 –


Cash, end of period    $ 37,553 $ 2,879


Supplemental and non-cash financing activities
Interest expense paid    $ 4,305 $ 76
Accrued but unpaid deferred financing and debt issuance costs    $ 7 $ 352
Accrued but unpaid offering costs    $ – $ 1,552
Accrued but unpaid distributions    $ 9,962 $ –

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

~~Goldman Sachs Private Middle Market Credit LLC~~

~~Consolidated Schedule of Investments as of September 30, 2017~~

(in thousands, except unit and per unit amounts)

(Unaudited)

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
Investments at Fair Value – 165.24%#*
Corporate Debt – 163.52%
1st Lien/Senior Secured Debt – 45.65%
Clinical Supplies Management Holdings,
Inc.^{(+++) (1)}
Containers & Packaging L + 7.75% (1.00% Floor) 10/12/2021 $ 23,979 $ 23,568 $ 23,559
Clinical Supplies Management Holdings,
Inc.^{(1) (2) (3)}
Containers & Packaging L + 7.75% (1.00% Floor) 10/12/2021 2,000 (33 ) (35 )
Continuum Managed Services LLC^{(+) (4)} IT Services L + 8.75% (1.00% Floor) 06/08/2023 31,770 30,930 30,896
Continuum Managed Services LLC^{(2) (3) (4)} IT Services L + 8.75% (1.00% Floor) 06/08/2023 2,658 (69 ) (73 )
Continuum Managed Services LLC^{(2) (3) (4)} IT Services L + 8.75% (1.00% Floor) 06/08/2022 3,280 (85 ) (90 )
Datacor Holdings, Inc.⁽¹⁾ Chemicals 9.50% 08/12/2022 14,000 13,761 13,755
FWR Holding Corporation⁽⁺⁺⁺⁺⁾ Hotels, Restaurants & Leisure L + 6.00% (1.00% Floor) 08/21/2023 13,671 13,334 13,329
FWR Holding Corporation^{(+++) (2)} Hotels, Restaurants & Leisure L + 6.00% (1.00% Floor) 08/21/2023 1,764 442 441
FWR Holding Corporation^{(2) (3)} Hotels, Restaurants & Leisure L + 6.00% (1.00% Floor) 08/21/2019 4,410 (108 ) (110 )
Dade Bag & Paper Co. LLC^{(+) (1) (4)} Distributors L + 7.50% (1.00% Floor) 06/10/2024 16,359 16,043 16,032
Netvoyage Corporation^{(+) (1) (4)} Software L + 9.50% (1.00% Floor) 03/24/2022 12,527 12,297 12,308
Netvoyage Corporation^{(1) (2) (3) (4)} Software L + 9.50% (1.00% Floor) 03/24/2022 1,044 (19 ) (18 )
SF Home Décor, LLC^{(+++) (4)} Household Products L + 9.50% (1.00% Floor) 07/13/2022 31,205 30,298 30,269
Xactly Corporation^{(+) (4)} Internet Software & Services L + 7.25% (1.00% Floor) 07/29/2022 29,800 29,220 29,204
Xactly Corporation^{(2) (3) (4)} Internet Software & Services L + 7.25% (1.00% Floor) 07/29/2022 2,554 (49 ) (51 )
Yasso, Inc.^{(++) (1) (4)} Food Products L + 7.75% (1.00% Floor) 03/23/2022 14,428 14,163 14,139

Total 1st Lien/Senior Secured Debt
183,693 183,555
1st Lien/Last-Out Unitranche⁽⁵⁾ – 28.03%
Intelligent Document Solutions, Inc.^{(+++) (4)} Diversified Financial Services L + 8.25% (1.00% Floor) 08/31/2022 17,900 17,459 17,453
myON, LLC^{(+) (1) (4)} Internet Software & Services L + 8.50% (1.00% Floor) 02/17/2022 11,300 11,096 11,102
Smarsh, Inc.^{(+) (1) (4)} Software L + 7.88% (1.00% Floor) 03/31/2021 26,135 25,704 25,677
Vantage Mobility International, LLC^{(+) (1)} Health Care Equipment & Supplies L + 7.75% (1.00% Floor) 09/09/2021 25,111 24,692 24,672
You Fit, LLC^{(+++) (1)} Diversified Consumer Services L + 6.75% (1.00% Floor) 01/04/2022 34,500 33,509 33,810

Total 1st Lien/Last-Out Unitranche
112,460 112,714
2nd Lien/Senior Secured Debt – 89.01%
American Dental Partners, Inc.^{(+++) (1) (4)} Health Care Providers & Services L + 8.50% (1.00% Floor) 09/25/2023 13,600 13,283 13,294
Association Member Benefits Advisors,
LLC^{(+) (1)}
Insurance L + 8.75% (1.00% Floor) 06/08/2023 28,000 27,492 27,440
Country Fresh Holdings, LLC^{(+++) (4)} Food Products L + 8.75% (1.00% Floor) 10/02/2023 13,800 13,531 13,524
DuBois Chemicals, Inc.^{(+) (1) (4)} Chemicals L + 8.00% (1.00% Floor) 03/15/2025 20,000 19,570 19,800
ERC Finance, LLC^{(+) (4)} Health Care Providers & Services L + 8.00% (1.00% Floor) 09/21/2025 29,800 29,131 29,129
Granicus, Inc.^{(+++) (1)} Software L + 9.00% (1.00% Floor) 09/07/2023 25,500 25,044 25,054
Market Track, LLC^{(+) (1) (4)} Internet Catalog & Retail L + 7.75% (1.00% Floor) 06/05/2025 32,800 31,843 31,816
National Spine and Pain Centers, LLC^{(+++) (1) (4)} Health Care Providers & Services L + 8.25% (1.00% Floor) 12/02/2024 28,500 27,671 27,645
Oasis Outsourcing Holdings, Inc.^{(+) (4)} Diversified Financial Services L + 7.25% (1.00% Floor) 07/01/2024 33,580 33,088 33,076
PPC Industries Inc.^{(+++) (4)} Containers & Packaging L + 8.00% (1.00% Floor) 05/08/2025 13,300 13,172 13,267
Procare Software, LLC^{(+++) (1)} Diversified Financial Services L + 8.75% (1.00% Floor) 09/30/2022 35,000 34,331 34,475
Recipe Acquisition Corp.^{(+++) (1)} Food Products L + 9.00% (1.00% Floor) 12/01/2022 20,000 19,672 19,650
Regulatory DataCorp, Inc.^{(+) (1)} Diversified Financial Services L + 9.00% (1.00% Floor) 09/21/2023 15,000 14,732 14,738
SMB Shipping Logistics, LLC^{(++++) (1) (4)} Air Freight & Logistics L + 8.75% (1.00% Floor) 02/03/2025 20,000 19,717 19,700
Zep Inc.^{(+) (4)} Chemicals L + 8.25% (1.00% Floor) 08/11/2025 35,700 34,813 35,254

Total 2nd Lien/Senior Secured Debt
357,090 357,862
Unsecured Debt – 0.83%
Recipe Acquisition Corp.⁽¹⁾ Food Products 13.25% PIK 12/21/2022 3,400 3,333 3,340

Total Unsecured Debt
3,333 3,340

Total Corporate Debt
656,576 657,471


	For the Three Months Ended
	March 31, 2022			March 31, 2021

Cash flows from operating activities:
Net increase in Members’ Capital from operations:	$	6,831		$	24,922
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(164	)		(14,525	)
Payment-in-kind interest capitalized		(908	)		(1,022	)
Investments in affiliated money market fund, net		45,568			33,160
Proceeds from sales of investments and principal repayments		100,371			78,048
Net realized (gain) loss		13,101			(7,491	)
Net change in unrealized (appreciation) depreciation on investments		(7,815	)		(13	)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		(50	)		(63	)
Amortization of premium and accretion of discount, net		(1,455	)		(1,915	)
Amortization of deferred financing costs		330			327
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		1			(90	)
(Increase) decrease in interest and dividends receivable		963			(840	)
(Increase) decrease in other assets		(120	)		(121	)
Increase (decrease) in interest and other debt expenses payable		(588	)		(296	)
Increase (decrease) in management fees payable		(145	)		(176	)
Increase (decrease) in incentive fees payable		1,206			4,398
Increase (decrease) in directors’ fees payable		44			54
Increase (decrease) in accrued expenses and other liabilities		(3	)		152
Net cash provided by (used for) operating activities	$	157,167		$	114,509
Cash flows from financing activities:
Distributions paid	$	(95,000	)	$	(113,000	)
Financing costs paid		(34	)		—
Repayments of debt		(59,803	)		(2,491	)
Net cash provided by (used for) financing activities	$	(154,837	)	$	(115,491	)
Net increase (decrease) in cash		2,330			(982	)
Effect of foreign exchange rate changes on cash and cash equivalents		38			(51	)
Cash, beginning of period		15,130			25,384
Cash, end of period	$	17,498		$	24,351
Supplemental and non-cash activities
Interest expense paid	$	3,063		$	4,271

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

8Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of ~~September 30, 2017~~March 31, 2022

(in thousands, except unit and per unit amounts)

(Unaudited)

Portfolio Company Industry Coupon    Shares Cost Fair Value
Preferred Stock – 0.66%
Datacor Holdings, Inc.^{(1) (6) (7)} Chemicals 1,000,000 $ 1,000 $ 1,030
Recipe Acquisition Corp.^{(1) (6)} Food Products 11.00% PIK                      1,600 1,496 1,640

Total Preferred Stock
2,496 2,670
Common Stock – 1.03%
Continuum Managed Services LLC – Class A^{(1) (4) (6)} IT Services 1,079 1,079 1,079
Continuum Managed Services LLC – Class B^{(1) (4) (6)} IT Services 731,623 11 11
myON, LLC^{(1) (4) (6)} Internet Software & Services 24,131 900 900
National Spine and Pain Centers, LLC^{(1) (4) (6)} Health Care Providers & Services 900 900 900
Yasso, Inc.^{(1) (4) (6)} Food Products 1,360 1,360 1,233

Total Common Stock
4,250 4,123
Portfolio Company Industry       Units Cost Fair Value
Warrants – 0.03%
Recipe Acquisition Corp.^{(1) (6)} Food Products 44 $ 104 $ 106

Total Warrants
104 106
      Yield    Shares Cost Fair Value
Investments in Affiliated Money Market Fund – 0.00% # *
Goldman Sachs Financial Square Government Fund – Institutional Shares⁽⁸⁾ 0.91%⁽⁸⁾ 822 $ 1 $ 1

Total Investments in Affiliated Money Market Fund
1 1

TOTAL INVESTMENTS – 165.24% $ 663,427 $ 664,371

LIABILITIES IN EXCESS OF OTHER ASSETS – (65.24%) $ (262,315 )

MEMBERS’ CAPITAL – 100.00% $ 402,056


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 80.27%
CorePower Yoga LLC	Diversified Consumer Services	8.01%	L + 7.00% (incl. 5.00% PIK)	1.01%	05/14/25	$	16,047	$	15,894		$	13,118		(1) (2) (3)
CorePower Yoga LLC	Diversified Consumer Services		L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		1,070		(10	)		(195	)	(1) (2) (3) (4)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25	€	23,657		27,122			26,302		(1) (2) (3)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		15,284		15,132			15,361		(1) (2) (3)
Diligent Corporation	Professional Services		L + 6.25%	1.00%	08/04/25		1,900		(25	)		9		(1) (2) (3) (4)
Hollander Sleep & Décor (dba SureFit)	Household Products	10.75%	L + 9.75%	1.00%	07/13/23		25,948		25,654			25,040		(1) (2) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		45,158		44,737			45,158		(1) (2) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		8,317		8,230			8,317		(1) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		2,822		2,798			2,822		(1) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.51%	L + 5.50%	1.01%	04/02/25		33,551		33,022			33,467		(1) (2) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		L + 5.50%	1.00%	04/02/25		2,800		(41	)		(7	)	(1) (2) (3) (4)
Lithium Technologies, Inc.	Interactive Media & Services	9.03%	L + 8.00%	1.03%	10/03/22		58,727		58,479			58,140		(1) (2) (3)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%	1.00%	10/03/22		3,371		1,336			1,315		(1) (2) (3) (4)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		28,114		27,594			27,692		(1) (2) (3)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		2,930		2,875			2,886		(1) (2) (3)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology		L + 6.25%	1.00%	09/15/27		2,518		(46	)		(38	)	(1) (2) (3) (4)
Picture Head Midco LLC	Entertainment	7.75%	S + 6.75%	1.00%	08/31/23		28,958		28,709			28,741		(1) (2) (3)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		17,817		17,687			16,837		(1) (2) (3)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		1,286		1,276			1,215		(1) (2) (3)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		641		638			606		(1) (2) (3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	4.50%	L + 3.50%	1.00%	03/21/24		6,640		1,260			6,208		(3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	4.50%	L + 3.50%	1.00%	03/21/24		853		853			853		(3)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%	1.00%	07/02/25		19,166		18,961			18,782		(1) (2)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.25%	L + 5.50%	0.75%	06/29/27		13,194		13,017			12,996		(1) (2) (3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.51%	L + 5.50%	1.01%	06/29/27		2,213		881			877		(1) (2) (3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	8.00%	P + 4.50%	3.50%	06/29/27		443		38			38		(1) (2) (3) (4)
Wine.com, LLC	Beverages	8.00%	L + 7.00%	1.00%	11/14/24		9,600		9,504			9,600		(1) (2) (3)
Wine.com, LLC	Beverages	8.00%	L + 7.00%	1.00%	11/14/24		2,300		2,266			2,300		(1) (3)
Xactly Corporation	IT Services	8.25%	L + 7.25%	1.00%	07/31/23		40,879		40,594			40,879		(1) (2) (3)
Xactly Corporation	IT Services		L + 7.25%	1.00%	07/31/23		2,554		(15	)		—		(1) (2) (3) (4)
Total 1st Lien/Senior Secured Debt									398,420			399,319

The accompanying notes are part of these consolidated financial statements.

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of March 31, 2022 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost		Fair Value		Footnotes
1st Lien/Last-Out Unitranche (5) - 15.51%
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%	1.00%	02/28/24	$	30,617	$	30,246	$	30,158	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%	1.00%	02/28/24		23,681		23,401		23,325	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	8.00%	L + 7.00%	1.00%	02/28/24		5,903		5,804		5,785	(1) (3)
Doxim, Inc.	Diversified Financial Services	9.00%	L + 8.00%	1.00%	02/28/24		4,625		4,541		4,613	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	9.00%	L + 8.00%	1.00%	02/28/24		3,435		3,380		3,426	(1) (3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	7.00%	L + 6.00% PIK	1.00%	03/21/24		17,393		13,503		9,827	(2) (3)
Total 1st Lien/Last-Out Unitranche									80,875		77,134
2nd Lien/Senior Secured Debt - 38.88%
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		10.00% PIK		11/11/25	$	12,850	$	11,531	$	1,799	(1) (2) (3) (6)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products				05/11/26		16,405		—		—	(1) (2) (3) (7)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.71%	L + 7.50%		07/31/25		10,500		10,356		10,211	(1) (2) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	8.25%	L + 7.50%	0.75%	07/31/25		8,610		8,453		8,373	(1) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.81%	L + 7.50%		07/31/25		3,061		2,972		2,977	(1) (2) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.71%	L + 7.50%		07/31/25		2,700		2,659		2,626	(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology	9.50%	L + 8.50%	1.00%	12/22/24		30,800		30,455		30,415	(1) (2) (3)
National Spine and Pain Centers, LLC	Health Care Providers & Services	9.25%	L + 8.25%	1.00%	12/02/24		28,500		28,122		27,788	(1) (2) (3)
Odyssey Logistics & Technology Corporation	Road & Rail	9.00%	L + 8.00%	1.00%	10/12/25		28,152		27,808		26,744	(1) (2)
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	10.01%	L + 9.00%	1.00%	12/22/22		20,000		19,898		19,700	(2) (3)
Spectrum Plastics Group, Inc.	Containers & Packaging	8.01%	L + 7.00%	1.00%	01/31/26		9,975		9,947		9,097	(1) (2)
YI, LLC (dba Young Innovations)	Health Care Equipment & Supplies	8.75%	L + 7.75%	1.00%	11/07/25		22,903		22,530		22,273	(1) (2) (3)
Zep Inc.	Chemicals	9.26%	L + 8.25%	1.00%	08/11/25		34,878		34,424		31,390	(1) (2)
Total 2nd Lien/Senior Secured Debt									209,155		193,393
Unsecured Debt - 1.23%
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	13.25%	13.25% PIK		12/21/22	$	6,336	$	6,324	$	6,098	(3)
Total Unsecured Debt									6,324		6,098

The accompanying notes are part of these consolidated financial statements.

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of March 31, 2022 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)


Investment #	Industry	Interest Rate	Initial Acquisition Date(8)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 2.30%
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	11.00% PIK	12/22/16		1,600	$	1,496	$	2,196	(3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		05/23/19		15,025,203		6,010		—	(2) (3) (7)
Wine.com, LLC	Beverages		11/14/18		337,425		2,900		7,099	(1) (3) (7)
Wine.com, LLC	Beverages		03/03/21		78,199		1,933		2,154	(1) (3) (7)
Total Preferred Stock							12,339		11,449
Common Stock - 1.87%
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B	Health Care Providers & Services		03/30/18		12,370	$	1,668	$	2,486	^^^ (1) (3)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units	Health Care Providers & Services		03/30/18		11,675		232		916	^^^ (1) (3) (7) (9)
Country Fresh Holding Company Inc.	Food Products		04/29/19		986		1,232		—	(1) (2) (3) (7)
Elah Holdings, Inc.	Capital Markets		05/09/18		69,386		3,354		3,353	^ (1) (3) (7)
National Spine and Pain Centers, LLC	Health Care Providers & Services		06/02/17		900		900		354	(1) (3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		10/15/21		426,294		—		—	(3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		05/23/19		7,026,420		—		—	(2) (3) (7)
Yasso, Inc.	Food Products		03/23/17		1,360		1,360		2,207	(1) (3) (7)
Total Common Stock							8,746		9,316
Warrants - 0.01%
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		311	$	115	$	—	(1) (3) (7)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		2,974		1,096		—	(1) (3) (7)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		06/22/20		62		23		—	(1) (3) (7)
Recipe Acquisition Corp. (dba Roland Foods)	Food Products		12/22/16		44		104		31	(3) (7)
Total Warrants							1,338		31
Investments in Affiliated Money Market Fund - 15.99%
Goldman Sachs Financial Square Government Fund - Institutional Shares					79,558,940	$	79,559	$	79,559	^^^ (10)
Total Investments in Affiliated Money Market Fund							79,559		79,559
Total Investments - 156.06%						$	796,756	$	776,299

The accompanying notes are part of these consolidated financial statements.

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of March 31, 2022 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

(+)

~~Unless~~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 including SOFR adjustment, if any, ("S") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise ~~indicated, all~~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 or 1 month L or S rates. As of March 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 2.10%, 1.47%, 0.96% and 0.45%, respectively. As of March 31, 2022, 1 month SOFR was 0.16%, 3 month SOFR was 0.09%, and P was 3.50%. For investments ~~are domiciled~~with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in ~~the United States.~~effect at March 31, 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, or Euro ("€").
#	Percentages are based on ~~members’ capital.~~net assets.

⁽⁺⁾ ^	As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions.”
^^^	The ~~interest rate on these loans~~investment is ~~subject~~otherwise deemed to be an “affiliated person” of the ~~greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of September 30, 2017 was 1.23%.~~Company. See Note 3 “Significant Agreements and Related Party Transactions.”

⁽⁺⁺⁾

(1)

~~The interest rate on these loans is subject to~~Represent co-investments made with the ~~greater~~Company’s affiliates in accordance with the terms of ~~a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of September 30, 2017 was 1.27%.~~the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions.”

⁽⁺⁺⁺⁾

(2)

~~The interest rate on these loans is subject to~~All, or a portion of, the ~~greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR~~assets are pledged as ~~of September 30, 2017 was 1.33%~~collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt.”

⁽⁺⁺⁺⁺⁾

~~The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of September 30, 2017 was 1.51%.~~(3)

⁽¹⁾

The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value ~~Measurement”.~~Measurement.”

⁽²⁾

(4)

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. ~~See Note 7 “Commitments and Contingencies”.~~

⁽³⁾

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.

⁽⁴⁾

~~Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission.~~ See Note ~~3 “Significant Agreements~~8 “Commitments and ~~Related Party Transactions”.~~Contingencies.”

⁽⁵⁾

In exchange for the greater risk of loss, the “last-out” portion of the ~~Company’s~~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.

⁽⁶⁾	The investment is on non-accrual status. See Note 2 “Significant Accounting Policies.”
(7)	Non-income producing security.

⁽⁷⁾

(8)

Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities.” As of March 31, 2022, the aggregate fair value of these securities is $20,796 or 4.18% of the Company's net assets. The initial acquisition dates have been included for such securities.

(9)

The investment is not a qualifying asset under Section 55(a) of the Investment Company ~~Act of 1940.~~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 ~~September 30, 2017~~March 31, 2022, the aggregate fair value of ~~non-qualifying assets was $1,030~~these securities is $916 or ~~0.15%~~0.11% of the Company’s total assets.

⁽⁸⁾	(10)	The ~~rate shown is the~~ annualized seven-day yield as of ~~September 30, 2017.~~March 31, 2022 is 0.24%.
PIK	Payment-In-Kind

~~L – LIBOR~~0

~~PIK – Payment-In-Kind~~


ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)


Bank of America, N.A.	U.S. Dollar 284	Euro 238	04/06/22	$	20
Bank of America, N.A.	U.S. Dollar 287	Euro 241	07/06/22		20
Bank of America, N.A.	U.S. Dollar 291	Euro 244	10/06/22		18
				$	58

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

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, ~~2016~~2021

(in thousands, except unit and per unit amounts)

Portfolio Company Industry Interest Maturity Par Amount Cost Fair Value
Investments at Fair Value – 95.22%#
Corporate Debt – 93.98%
1st Lien/Senior Secured Debt – 20.79%
Clinical Supplies Management Holdings, Inc.⁽⁺⁺⁾ Containers & Packaging L + 7.75% (1.00% Floor) 10/12/2021 $ 5,300 $ 5,198 $ 5,194
Clinical Supplies Management Holdings, Inc.^(+) (2) Containers & Packaging L + 7.75% (1.00% Floor) 10/12/2021 14,000 5,112 5,080
Clinical Supplies Management Holdings, Inc.^(2) (3) Containers & Packaging L + 7.75% (1.00% Floor) 10/12/2021 2,000 (38 ) (40 )
Datacor Holdings, Inc. Chemicals 9.50% 08/12/2022 14,000 13,734 13,720
Greenskies Renewable Energy, LLC⁽⁺⁺⁾ Construction & Engineering L + 9.00% (0.50% Floor) 08/19/2021 20,000 19,623 19,600

Total 1st Lien/Senior Secured Debt
43,629 43,554
1st Lien/Last-Out Unitranche⁽⁴⁾ – 11.23%
Vantage Mobility International, LLC⁽⁺⁾ Health Care Equipment & Supplies L + 7.75% (1.00% Floor) 09/09/2021 24,000 23,544 23,520

Total 1st Lien/Last-Out Unitranche
23,544 23,520
2nd Lien/Senior Secured Debt – 60.37%
Association Member Benefits Advisors, LLC⁽⁺⁺⁾ Insurance L + 8.75% (1.00% Floor) 06/08/2023 28,000 27,445 27,440
Global Healthcare Exchange, LLC⁽⁺⁾ Health Care Technology L + 8.75% (1.00% Floor) 08/14/2023 15,000 14,782 15,150
Granicus, Inc.⁽⁺⁺⁾ Software L + 9.00% (1.00% Floor) 09/07/2023 25,500 25,005 24,990
Procare Software, LLC⁽⁺⁺⁾ Diversified Financial Services L + 8.75% (1.00% Floor) 09/30/2022 25,000 24,515 24,500
Recipe Acquisition Corp.⁽⁺⁺⁾ Food Products L + 9.00% (1.00% Floor) 12/01/2022 20,000 19,620 19,650
Regulatory DataCorp, Inc.⁽⁺⁺⁾ Diversified Financial Services L + 9.00% (1.00% Floor) 09/21/2023 15,000 14,709 14,700

Total 2nd Lien/Senior Secured Debt
126,076 126,430
Unsecured Debt – 1.59%
Recipe Acquisition Corp. Food Products 13.25% PIK 12/21/2022 3,400 3,333 3,332

Total Unsecured Debt
3,333 3,332

Total Corporate Debt
196,582 196,836

Portfolio Company Industry    Coupon Shares Cost Fair Value
Preferred Stock – 1.19%
Datacor Holdings, Inc.^{(5) (6)} Chemicals 1,000,000 $ 1,000 $ 1,000
Recipe Acquisition Corp.⁽⁵⁾ Food Products 11.00% PIK 1,600 1,496 1,500

Total Preferred Stock
2,496 2,500

Portfolio Company Industry       Units Cost Fair Value
Warrants – 0.05%
Recipe Acquisition Corp.⁽⁵⁾ Food Products 44 $ 104 $ 100

Total Warrants
104 100

         Yield Shares Cost Fair Value
Investments in Affiliated Money Market Fund – 66.04%#
Goldman Sachs Financial Square Government Fund 0.45%⁽¹⁾ 138,311,004 $ 138,311 $ 138,311

Total Investments in Affiliated Money Market Fund
138,311 138,311

TOTAL INVESTMENTS – 161.26% $ 337,493 $ 337,747

LIABILITIES IN EXCESS OF OTHER ASSETS – (61.26%) $ (128,306 )

MEMBERS’ CAPITAL – 100.00% $ 209,441


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 75.92%
CorePower Yoga LLC	Diversified Consumer Services	8.00%	L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25	$	15,849	$	15,686		$	12,956		(1) (2) (3)
CorePower Yoga LLC	Diversified Consumer Services		L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		1,070		(11	)		(195	)	(1) (2) (3) (4)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25	€	23,717		27,172			27,205		(1) (2) (3)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		15,323		15,161			15,438		(1) (2) (3)
Diligent Corporation	Professional Services		L + 6.25%	1.00%	08/04/25		1,900		(27	)		14		(1) (2) (3) (4)
Experity, Inc.	Health Care Technology	6.25%	L + 5.50%	0.75%	07/22/27		33,678		33,524			33,514		(1) (2) (3)
Experity, Inc.	Health Care Technology		L + 5.50%	0.75%	07/22/27		2,972		(13	)		(14	)	(1) (2) (3) (4)
Hollander Sleep & Décor (dba SureFit)	Household Products	10.75%	L + 9.75%	1.00%	07/13/23		26,145		25,796			25,230		(1) (2) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		45,158		44,699			45,158		(1) (2) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		8,317		8,223			8,317		(1) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		2,822		2,796			2,822		(1) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.75%	L + 5.75%	1.00%	04/02/25		33,638		33,069			33,553		(1) (2) (3)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure		L + 5.75%	1.00%	04/02/25		2,800		(44	)		(7	)	(1) (2) (3) (4)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%	1.00%	10/03/22		58,727		58,362			57,846		(1) (2) (3)
Lithium Technologies, Inc.	Interactive Media & Services	9.00%	L + 8.00%	1.00%	10/03/22		3,371		1,329			1,298		(1) (2) (3) (4)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		28,185		27,644			27,621		(1) (2) (3)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		2,938		2,880			2,879		(1) (2) (3)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		2,518		267			264		(1) (2) (3) (4)
Picture Head Midco LLC	Entertainment	7.75%	L + 6.75%	1.00%	08/31/23		29,031		28,740			28,450		(1) (2) (3)
Power Stop, LLC	Auto Components	4.60%	L + 4.50%		10/19/25		11,155		11,138			11,071		(1) (2)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		17,487		17,344			16,525		(1) (2) (3)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		1,261		1,251			1,192		(1) (2) (3)
SPay, Inc. (dba Stack Sports)	Interactive Media & Services	10.25%	L + 9.25% (incl. 3.50% PIK)	1.00%	06/17/24		629		626			594		(1) (2) (3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	4.50%	L + 3.50%	1.00%	03/21/24		6,640		1,043			6,208		(3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	4.50%	L + 3.50%	1.00%	03/21/24		853		853			853		(3)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%	1.00%	07/02/25		19,215		18,996			19,119		(1) (2)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.25%	L + 5.50%	0.75%	06/29/27		13,228		13,042			13,029		(1) (2) (3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.25%	L + 5.50%	0.75%	06/29/27		2,215		844			842		(1) (2) (3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		L + 5.50%	0.75%	06/29/27		443		(6	)		(7	)	(1) (2) (3) (4)
Wine.com, LLC	Beverages	8.00%	L + 7.00%	1.00%	11/14/24		9,600		9,496			9,600		(1) (2) (3)
Wine.com, LLC	Beverages	8.00%	L + 7.00%	1.00%	11/14/24		2,300		2,263			2,300		(1) (3)

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

1012

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, ~~2016~~2021 (continued)

(in thousands, except unit and per unit amounts)


Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value		Footnotes
Xactly Corporation	IT Services	8.25%	L + 7.25%	1.00%	07/31/23	$	40,879	$	40,544		$	40,879	(1) (2) (3)
Xactly Corporation	IT Services		L + 7.25%	1.00%	07/31/23		2,554		(18	)		—	(1) (2) (3) (4)
Total 1st Lien/Senior Secured Debt									442,669			444,554
1st Lien/Last-Out Unitranche (5) - 22.66%
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%	1.00%	02/28/24	$	30,617	$	30,202		$	30,541	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	7.00%	L + 6.00%	1.00%	02/28/24		23,681		23,368			23,621	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	8.00%	L + 7.00%	1.00%	02/28/24		5,918		5,807			5,844	(1) (3)
Doxim, Inc.	Diversified Financial Services	9.00%	L + 8.00%	1.00%	02/28/24		4,637		4,543			4,672	(1) (2) (3)
Doxim, Inc.	Diversified Financial Services	9.00%	L + 8.00%	1.00%	02/28/24		3,443		3,382			3,469	(1) (3)
Smarsh, Inc.	Interactive Media & Services	9.25%	L + 8.25%	1.00%	11/20/25		55,214		54,785			54,800	(1) (2) (3)
Vantage Mobility International, LLC	Health Care Equipment & Supplies	7.00%	L + 6.00% PIK	1.00%	03/21/24		17,050		13,149			9,761	(2) (3)
Total 1st Lien/Last-Out Unitranche									135,236			132,708
2nd Lien/Senior Secured Debt - 33.37%
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		10.00% PIK		11/11/25	$	12,850	$	11,531		$	1,799	(1) (2) (3) (6)
Chase Industries, Inc. (dba Senneca Holdings)	Building Products		11.00% PIK		05/11/26		12,850		12,529			—	(1) (2) (3) (6)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.63%	L + 7.50%		07/31/25		10,500		10,346			10,290	(1) (2) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	8.25%	L + 7.50%	0.75%	07/31/25		8,610		8,443			8,438	(1) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.70%	L + 7.50%		07/31/25		3,061		2,966			3,000	(1) (2) (3)
Genesis Acquisition Co. (dba ProCare Software)	Diversified Financial Services	7.63%	L + 7.50%		07/31/25		2,700		2,656			2,646	(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology	9.50%	L + 8.50%	1.00%	12/22/24		30,800		30,428			30,492	(1) (2) (3)
National Spine and Pain Centers, LLC	Health Care Providers & Services	9.25%	L + 8.25%	1.00%	12/02/24		28,500		28,091			27,788	(1) (2) (3)
Odyssey Logistics & Technology Corporation	Road & Rail	9.00%	L + 8.00%	1.00%	10/12/25		28,152		27,788			26,744	(1) (2)
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	10.00%	L + 9.00%	1.00%	12/22/22		20,000		19,865			19,600	(2) (3)
Spectrum Plastics Group, Inc.	Containers & Packaging	8.00%	L + 7.00%	1.00%	01/31/26		9,975		9,946			9,110	(1) (2)
YI, LLC (dba Young Innovations)	Health Care Equipment & Supplies	8.75%	L + 7.75%	1.00%	11/07/25		22,903		22,508			22,502	(1) (2) (3)
Zep Inc.	Chemicals	9.25%	L + 8.25%	1.00%	08/11/25		34,878		34,396			33,018	(1) (2)
Total 2nd Lien/Senior Secured Debt									221,493			195,427
Unsecured Debt - 1.03%
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	13.25%	13.25% PIK		12/21/22	$	6,336	$	6,321		$	6,019	(3)
Total Unsecured Debt									6,321			6,019

The accompanying notes are part of these consolidated financial statements.

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2021 (continued)

(in thousands, except unit and per unit amounts)


Investment #	Industry	Interest Rate	Initial Acquisition Date(8)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 2.06%
Recipe Acquisition Corp. (dba Roland Foods)	Food Products	11.00% PIK	12/22/16		1,600	$	1,496	$	2,112	(3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		05/23/19		15,025,203		6,010		—	(2) (3) (7)
Wine.com, LLC	Beverages		11/14/18		337,425		2,900		7,837	(1) (3) (7)
Wine.com, LLC	Beverages		03/03/21		78,199		1,933		2,099	(1) (3) (7)
Total Preferred Stock							12,339		12,048
Common Stock - 1.55%
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B	Health Care Providers & Services		03/30/18		12,370	$	1,668	$	2,495	^^^ (1) (3)
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units	Health Care Providers & Services		03/30/18		11,675		232		871	^^^ (1) (3) (7) (9)
Country Fresh Holding Company Inc.	Food Products		04/29/19		986		1,232		—	(1) (2) (3) (7)
Elah Holdings, Inc.	Capital Markets		05/09/18		69,386		3,354		3,354	^ (1) (3) (7)
National Spine and Pain Centers, LLC	Health Care Providers & Services		06/02/17		900		900		446	(1) (3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		10/15/21		426,294		—		—	(3) (7)
Vantage Mobility International, LLC	Health Care Equipment & Supplies		05/23/19		7,026,420		—		—	(2) (3) (7)
Yasso, Inc.	Food Products		03/23/17		1,360		1,360		1,929	(1) (3) (7)
Total Common Stock							8,746		9,095
Warrants - 0.00%
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		155	$	115	$	—	(1) (3) (7)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		05/29/20		1,487		1,096		—	(1) (3) (7)
KDOR Holdings Inc. (dba Senneca Holdings)	Building Products		06/22/20		31		23		—	(1) (3) (7)
Recipe Acquisition Corp. (dba Roland Foods)	Food Products		12/22/16		44		104		19	(3) (7)
Total Warrants							1,338		19
Investments in Affiliated Money Market Fund - 21.37%
Goldman Sachs Financial Square Government Fund - Institutional Shares					125,127,041	$	125,127	$	125,127	^^^ (10)
Total Investments in Affiliated Money Market Fund							125,127		125,127
Total Investments - 157.96%						$	953,269	$	924,997

The accompanying notes are part of these consolidated financial statements.

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Consolidated Schedule of Investments as of December 31, 2021 (continued)

(in thousands, except unit and per unit amounts)

#
(+)	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") 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 loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L 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, P was 3.25%. 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 ("€").
#	Percentages are based on ~~Members’ Capital.~~net assets.

⁽⁺⁾ ^	As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions.”
^^^	The ~~interest rate on these loans~~investment is ~~subject~~otherwise deemed to be an “affiliated person” of the ~~greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2016 was 0.77%.~~Company. See Note 3 “Significant Agreements and Related Party Transactions.”

⁽⁺⁺⁾ (1)	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.”
(2)	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.”
(3)	The ~~interest rate on these loans is subject to~~fair value of the ~~greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2016~~investment was ~~1.00%.~~determined using significant unobservable inputs. See Note 5 “Fair Value Measurement.”

⁽¹⁾

~~The rate shown is the annualized seven-day yield as of December 31, 2016.~~(4)

⁽²⁾

⁽³⁾

⁽⁴⁾

(5)

In ~~addition~~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 ~~interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.~~“last-out” portion.

⁽⁵⁾ (6)	The investment is on non-accrual status. See Note 2 “Significant Accounting Policies.”
(7)	Non-income producing security.

⁽⁶⁾ (8)	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 $21,162 or 3.61% of the Company's net assets. The initial acquisition dates have been included for such securities.
(9)	The investment is not a qualifying asset under Section 55(a) of the Investment Company ~~Act of 1940.~~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 $871 or 0.09% of the Company’s total assets.
(10)	The annualized seven-day yield as of December 31, 2021 is 0.03%.
PIK	Payment-In-Kind

~~L – LIBOR~~

~~PIK – Payment-In-Kind~~

ADDITIONAL INFORMATION

Foreign currency forward contracts

Counterparty
Currency Purchased
Currency Sold
Settlement
Unrealized Appreciation
(Depreciation)

Bank of America, N.A.
U.S. Dollar 290
Euro 244
01/06/22
$
12

Bank of America, N.A.
U.S. Dollar 284
Euro 238
04/06/22

12

Bank of America, N.A.
U.S. Dollar 287
Euro 241
07/06/22

11

Bank of America, N.A.
U.S. Dollar 291
Euro 244
10/06/22

11

$
46

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

1115

Table of Contents

Goldman Sachs Private Middle Market Credit LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1. ORGANIZATION

1.	~~ORGANIZATION~~

Goldman Sachs Private Middle Market Credit LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit LLC or Goldman Sachs Private Middle Market Credit LLC together with its consolidated subsidiaries, as the context may require), initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. 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, 2016.

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 loans, 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 May 6, 2016 (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 November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.

The investment period commenced on the Initial Closing Date and ~~will continue until~~continued through May 5, ~~2019, provided that it may be extended by~~2019. Following the ~~Board~~end of Directors, in its discretion, for one additional six-month period, and, with the approval of a majority-in-interest of the unitholders, for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period, ~~at any time~~the Company has 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 (as defined below), 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’s Private Credit Group (the “BDC Investment Committee”) prior to the expiration of the investment period, (iii) to engage in ~~its discretion.~~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 is until May 5, 2024, 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,~~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 June 9, 2016 (inception) and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on July 14, 2016, 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 has formed certain wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain investments, including equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.

2. SIGNIFICANT ACCOUNTING POLICIES

2.	~~SIGNIFICANT ACCOUNTING POLICIES~~

Basis of Presentation

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 ~~consolidated~~ financial statements and notes related thereto for the year ended December 31, ~~2016,~~2021, included in the Company’s ~~Annual Report~~annual report on Form 10-K, which was filed with

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the ~~U.S. Securities and Exchange Commission (the “SEC”)~~SEC on ~~February 28, 2017.~~March 4, 2022. The results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 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”).

Basis of Consolidation

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 ~~subsidiary,~~subsidiaries, PMMC Blocker I, LLC (formerly known as My-On PMMC Blocker, ~~LLC.~~LLC), PMMC Blocker II, LLC, PMMC Wine I, LLC and Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”). All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date ~~basis.~~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 the three and nine months ended September 30, 2017,~~income, for which the Company has earned ~~$0 and $700, respectively, in prepayment premiums and $17 and $568, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts. For~~ the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) to September 30, 2016, the Company earned no prepayment premiums and no accelerated accretion of upfront loan origination fees and unamortized discounts.following:


	For the Three Months Ended
	March 31, 2022		March 31, 2021
Prepayment premiums	$	552	$	—
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	441	$	670

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 ~~Goldman Sachs.~~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.

Certain structuring fees, amendment fees, syndication fees and ~~syndication~~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.

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Non-Accrual Investments

~~Loans or debt securities~~Investments are placed on non-accrual status when it is probable that principal, interest or ~~interest~~dividends will not be collected according to contractual terms. Accrued interest or dividends generally isare reversed when ~~a loan or debt security~~an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual ~~loans or debt securities~~investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual ~~loans and debt securities~~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 ~~a loan or debt security~~an investment has sufficient collateral value and is in the process of collection. As of ~~September 30, 2017~~March 31, 2022, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.6% and 0.3% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively. As of December 31, ~~2016,~~2021, the Company ~~did not have any~~had certain investments held in one portfolio company on non-accrual ~~status.~~

status, which represented 2.9% and 0.2% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively.

Investments

~~Investments~~

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 Board of Directors within the meaning of the Investment Company Act.

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. 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 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 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.

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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 by the Board of Directors contemplate a multi-step valuation process each quarter, 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 portfolio investment;

(1)

(2)

The Board of Directors 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. 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 Department within the Finance 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, which is comprised of representatives from GSAM who are independent of the investment decision making process;

(4)

The Asset Management Valuation Committee ratifies fair valuations and makes recommendations to 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 Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

(6)

The Board of Directors discusses the valuations 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 Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

~~(2)~~

~~(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 Department within the Finance 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 Private Investment Valuation and Side Pocket Sub-Committee of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

~~(4)~~

~~The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;~~

~~(5)~~

The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

~~(6)~~

Money Market Funds

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

Cash

Cash consists of deposits held at a custodian bank. As of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, the Company held ~~$37,553~~an aggregate cash balance of $17,498 and ~~$3,863, respectively,~~$15,130. Foreign currency of $2,405 and $2,430 (acquisition cost of $2,504 and $2,568) is included in ~~cash.~~cash as of March 31, 2022 and December 31, 2021.

Foreign Currency Translation

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

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The Company does not isolate ~~that~~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 ~~investment transactions.~~investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on 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.

Derivatives

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.

Income Taxes

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 inon 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, 2016. So long as the Company maintains its status as a RIC, it will generally not be ~~subject~~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 ~~stockholders~~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 ~~stockholders~~Unitholders and will not be reflected inon the consolidated financial statements of the Company.

To ~~qualify~~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~~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.~~Unitholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

~~Distributions~~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.

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Distributions

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~~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 ~~accumulated undistributed net investment income~~ or ~~accumulated net realized gain (loss),~~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~~Unitholders are recorded on the ~~ex-dividend~~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~~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~~Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and ~~depending upon the level of the Company’s taxable income earned in a year, the Company~~ may ~~choose to~~ carry forward taxable income for distribution in the following year and pay any applicable ~~U.S. federal excise~~ tax. As described in Note 1 – “Organization,” the Company’s investment period ended on May 5, 2019. The Company has, and currently intends to continue to, make distributions of the net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments) until the Company’s term ends and the Company is dissolved. The specific tax characteristics of the Company’s distributions will be reported to ~~unitholders~~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

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

~~Organization Costs~~3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Organization costs include costs relating to the formation and organization of the Company. These costs are expensed as incurred. Upon the Initial Drawdown Date, unitholders bore such costs. Unitholders that made capital commitments after the Initial Drawdown Date bore a pro rata portion of such costs at the time of their first investment in the Company.

~~Offering Costs~~

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of Units, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs were recognized as a deferred charge and were amortized on a straight line basis over 12 months beginning on the date of commencement of investment operations.

3.	~~SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS~~

Investment Advisory Agreement

The Company entered into an investment advisory agreement effective as of April 11, 2016 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

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 NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated.

~~For the three and nine months ended September 30, 2017, Management Fees amounted to $1,351 and $3,129, respectively. As of September 30, 2017, $1,351 remained payable.~~ For the three months ended ~~September 30, 2016~~March 31, 2022 and ~~for the period from June 9, 2016 (inception) to September 30, 2016,~~2021, Management Fees amounted to ~~$611~~$2,015 and ~~$611, respectively.~~$3,068. As of March 31, 2022, $2,015 remained payable.

Incentive Fee

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

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 (as defined below);

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;

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

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~~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 (as defined below);~~

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.

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

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.~~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.~~Unitholders.

In no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Company’s capital gains paid in respect of the Incentive Fee to exceed 20% of the Company’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from inception of the Company through the date of the proposed payment (the “Incentive Fee Cap”).

“Contributed Capital” is the aggregate amount of capital contributions that have been made by all ~~unitholders~~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~~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~~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 nine~~ months ended ~~September 30, 2017,~~March 31, 2022 and 2021, the Company accrued unvested Incentive Fees of ~~$1,541~~$1,206 and ~~$3,736, respectively.~~$4,398. As of ~~September 30, 2017, $3,736 remained payable. For~~March 31, 2022, $52,693 was payable in accordance with the ~~three months ended September 30, 2016 and for~~terms of the ~~period from June 9, 2016 (inception) to September 30, 2016, the Company did not accrue Incentive Fees.~~Investment Advisory Agreement.

Expense Limitation

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. ~~To date,~~For the three months ended March 31, 2022 and 2021, there have been no reimbursements from the Investment Adviser pursuant to this provision.

Table of Contents

Administration and Custodian Fees

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 nine~~ months ended ~~September 30, 2017,~~March 31, 2022 and 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of ~~$114~~$174 and ~~$288, respectively.~~$269. As of ~~September 30, 2017, $5~~March 31, 2022, $174 remained payable. For the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) to September 30, 2016, the Company incurred expenses for services provided by the Administrator and the Custodian of $69 and $69, respectively.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2022 and 2021, the Company incurred expenses for services provided by the Transfer Agent of ~~$36~~$19 and ~~$84, respectively.~~$28. As of ~~September 30, 2017, $14~~March 31, 2022, $24 remained payable. ~~For~~

Affiliates

The table below presents the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) to September 30, 2016, the Company incurred expenses for services provided by the Transfer Agent of $14 and $14, respectively.

~~Affiliates~~

~~The~~ Company’s ~~investments in affiliates for the nine months ended September 30, 2017 were as follows.~~affiliated investments:


	Fair Value as of December 31, 2016		Gross Additions⁽²⁾		Gross Reductions⁽³⁾			Net Realized Gains/ (Losses)		Change in Unrealized Gains/(Losses)		Fair Value as of September 30, 2017		Dividend, Interest and PIK Income		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 Three Months Ended March 31, 2022																		For the Three Months Ended March 31, 2022
Non-Controlled Affiliates

Goldman Sachs Financial Square Government Fund⁽¹⁾	$	138,311	$	197,657	$	(335,967	)	$	–	$	–	$	1	$	14	$	–
Goldman Sachs Financial Square Government Fund																			$	125,127	$	184,402	$	(229,970	)	$	—	$	—		$	79,559	$	15
Collaborative Imaging, LLC (dba Texas Radiology Associates)																				3,366		—		—			—		36			3,402		42
Elah Holdings, Inc.																				3,354		—		—			—		(1	)		3,353		—
Total Non-Controlled Affiliates	$	138,311	$	197,657	$	(335,967	)	$	–	$	–	$	1	$	14	$	–		$	131,847	$	184,402	$	(229,970	)	$	—	$	35		$	86,314	$	57
For the Year Ended December 31, 2021																		For the Year Ended December 31, 2021
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund																			$	144,658	$	1,319,922	$	(1,339,453	)	$	—	$	—		$	125,127	$	36
Collaborative Imaging, LLC (dba Texas Radiology Associates)																				2,676		—		—			—		690			3,366		188
Elah Holdings, Inc.																				3,353		—		—			—		1			3,354		—
Total Non-Controlled Affiliates																			$	150,687	$	1,319,922	$	(1,339,453	)	$	—	$	691		$	131,847	$	224

⁽¹⁾
~~Fund advised by an affiliate of Goldman Sachs.~~(1)

⁽²⁾

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, ~~interest or dividends,~~ the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

⁽³⁾

(2)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

~~The Company’s investments in affiliates for the period from June 9, 2016 (inception) to December 31, 2016 were as follows:~~

Fair Value as of
June 9, 2016
(inception)

Gross
Additions⁽²⁾

Gross
Reductions⁽³⁾
Net
Realized Gains/
(Losses)
Change in
Unrealized
Gains/(Losses)

Fair Value as of
December 31,
2016

Dividend,
Interest,
and PIK
Income

Other
Income

Non-Controlled Affiliates
Goldman Sachs Financial Square Government
Fund⁽¹⁾
$ – $ 398,443 $ (260,132 ) $ – $ – $ 138,311 $ 25 $ –
Total Non-Controlled Affiliates
$ – $ 398,443 $ (260,132 ) $ – $ – $ 138,311 $ 25 $ –

⁽¹⁾

~~Fund advised by an affiliate of Goldman Sachs.~~

⁽²⁾

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

⁽³⁾

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Co-investment Activity

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 ~~GSAM, Goldman Sachs BDC, Inc. (“GS BDC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”)~~to the Investment Adviser and the ~~Company~~BDCs advised by the Investment Adviser exemptive relief ~~(“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 ~~permits~~is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to ~~co-invest~~enter into co-investment transactions with ~~GS BDC, GS MMLC~~proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and ~~certain other funds that may~~the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios as another client account managed by our Investment Adviser (collectively with the Company, the “Accounts”). GSAM ~~including the GSAM~~Private Credit ~~Alternatives Team, in the future, subject to certain terms and conditions in the Exemptive Relief. The GSAM Credit Alternatives Team is comprised of~~comprises investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are 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, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of ~~the Exemptive~~our 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 ~~stockholders~~Unitholders and do not involve overreaching in respect of the Company or its ~~stockholders~~Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s ~~stockholders~~Unitholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of GS BDC, GS MMLC and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

4. INVESTMENTS

4.	~~INVESTMENTS~~

~~As of the dates indicated, the~~The Company’s investments (excluding ~~an investment~~investments in a money market ~~fund managed by an affiliate of Group Inc. of $1 and $138,311, respectively)~~funds, if any) consisted of the following:

   September 30, 2017    December 31, 2016
Investment Type    Cost    Fair Value    Cost    Fair Value
1st Lien/Senior Secured Debt    $ 183,693    $ 183,555    $ 43,629    $ 43,554
1st Lien/Last-Out Unitranche    112,460    112,714    23,544    23,520
2nd Lien/Senior Secured Debt    357,090    357,862    126,076    126,430
Unsecured Debt    3,333    3,340    3,333    3,332
Preferred Stock    2,496    2,670    2,496    2,500
Common Stock    4,250    4,123    –    –
Warrants    104    106    104    100
Total Investments
   $ 663,426    $ 664,370    $ 199,182    $ 199,436

~~As of the dates indicated, the~~


	March 31, 2022				December 31, 2021
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	398,420	$	399,319	$	442,669	$	444,554
1st Lien/Last-Out Unitranche		80,875		77,134		135,236		132,708
2nd Lien/Senior Secured Debt		209,155		193,393		221,493		195,427
Unsecured Debt		6,324		6,098		6,321		6,019
Preferred Stock		12,339		11,449		12,339		12,048
Common Stock		8,746		9,316		8,746		9,095
Warrants		1,338		31		1,338		19
Total Investments	$	717,197	$	696,740	$	828,142	$	799,870

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


	March 31, 2022						December 31, 2021
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Diversified Financial Services		13.1	%		18.4	%		11.6	%		15.8	%
Interactive Media & Services		11.2			15.7			16.5			22.6
Health Care Technology		8.8			12.3			11.9			16.2
Health Care Equipment & Supplies		8.3			11.6			7.3			10.0
Software		8.1			11.3			7.0			9.6
Professional Services		6.0			8.4			5.3			7.3
IT Services		5.9			8.2			5.1			7.0
Transportation Infrastructure		4.8			6.7			4.2			5.7
Chemicals		4.5			6.3			4.1			5.6
Health Care Providers & Services		4.5			6.3			4.0			5.4
Food Products		4.3			6.1			3.7			5.1
Entertainment		4.1			5.8			3.6			4.8
Road & Rail		3.8			5.4			3.4			4.6
Household Products		3.6			5.0			3.2			4.3
Beverages		3.0			4.3			2.7			3.7
Commercial Services & Supplies		2.0			2.8			1.7			2.4
Diversified Consumer Services		1.9			2.6			1.6			2.2
Containers & Packaging		1.3			1.8			1.1			1.5
Capital Markets		0.5			0.7			0.4			0.6
Building Products		0.3			0.4			0.2			0.3
Auto Components		—			—			1.4			1.9
Total		100.0	%		140.1	%		100.0	%		136.6	%

Table of Contents

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

Industry    September 30, 2017 December 31, 2016
Diversified Financial Services    15.0 % 19.7 %
Health Care Providers & Services    10.7 –
Chemicals    10.5 7.4
Software    9.5 12.5
Food Products    8.1 12.3
Internet Software & Services    6.2 –
Containers & Packaging    5.5 5.1
Diversified Consumer Services    5.1 –
IT Services    4.8 –
Internet Catalog & Retail    4.8 –
Household Products    4.5 –
Insurance    4.1 13.8
Health Care Equipment & Supplies    3.7 11.8
Air Freight & Logistics    3.0 –
Distributors    2.4 –
Hotels, Restaurants & Leisure    2.1 –
Construction & Engineering    – 9.8
Health Care Technology    – 7.6
Total
   100.0 % 100.0 %


Geographic	March 31, 2022			December 31, 2021
United States		98.0	%		98.3	%
Canada		2.0			1.7
Total		100.0	%		100.0	%

195. FAIR VALUE MEASUREMENT

~~As of the dates indicated, the geographic composition of the Company’s portfolio at fair value was as follows:~~

Geographic    September 30, 2017 December 31, 2016
United States    100.0 % 100.0 %
Total
   100.0 % 100.0 %

5.	~~FAIR VALUE MEASUREMENT~~

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:

Basis of Fair Value Measurement

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.

Table of Contents


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.

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


Level 3 Instruments		Valuation Techniques and Significant Inputs
Bank Loans, Corporate Debt, and Other Debt Obligations		Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.
Equity		Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: • (i) Transactions in similar instruments; • (ii) Discounted cash flow techniques; • (iii) Third party appraisals; and • (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: • (i) Current financial performance as compared to projected performance; • (ii) Capitalization rates and multiples; and • (iii) Market yields implied by transactions of similar or related assets.

Table of Contents

The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets ~~and liabilities~~ as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016.~~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 ~~yield~~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 and liabilities.~~assets.

Level 3 Instruments

Fair Value(1)(2)

Valuation Techniques(3)

Significant Unobservable Inputs

Range of Significant Unobservable Inputs(4)

Weighted Average(5)

As of March 31, 2022

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured Debt

380,537

Discounted cash flows

Discount Rate

6.3% - 15.8%

10.6%

1st Lien/Last-Out Unitranche

67,307

Discounted cash flows

Discount Rate

11.6% - 11.7%

11.6%

9,827

Comparable multiples

EV/EBITDA(6)

—

7.6x

2nd Lien/Senior Secured Debt

124,363

Discounted cash flows

Discount Rate

11.0% - 14.0%

12.0%

1,799

Comparable multiples

EV/EBITDA(6)

—

9.1x

Unsecured Debt

6,098

Discounted cash flows

Discount Rate

—

19.1%

Equity

Preferred Stock

2,196

Comparable multiples

EV/EBITDA(6)

—

12.7x

9,253

Comparable multiples

EV/Revenue

—

1.5x

Common Stock

6,755

Discounted cash flows

Discount Rate

14.6% - 30.5%

23.8%

2,009

Comparable multiples

EV/EBITDA(6)

9.7x - 11.2x

10.9x

552

Comparable multiples

EV/Revenue

—

2.0x

Warrants

Comparable multiples

EV/EBITDA(6)

—

12.7x


As of December 31, 2021
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	414,364	Discounted cash flows	Discount Rate	5.1% - 14.3%	9.3%
1st Lien/Last-Out Unitranche		122,947	Discounted cash flows	Discount Rate	8.9% - 10.1%	9.5%
		9,761	Comparable multiples	EV/EBITDA(6)	—	7.5x
2nd Lien/Senior Secured Debt		124,756	Discounted cash flows	Discount Rate	9.7% - 12.5%	10.7%
		1,799	Comparable multiples	EV/EBITDA(6)	—	9.3x
Unsecured Debt		6,019	Discounted cash flows	Discount Rate	—	19.1%
Equity
Preferred Stock	$	2,112	Comparable multiples	EV/EBITDA(6)	—	13.9x
		9,936	Comparable multiples	EV/Revenue	—	1.5x
Common Stock		6,720	Discounted cash flows	Discount Rate	14.6% - 31.1%	24.2%
		1,893	Comparable multiples	EV/EBITDA(6)	10.5x - 12.7x	12.2x
		482	Comparable multiples	EV/Revenue	—	2.2x
Warrants		19	Comparable multiples	EV/EBITDA(6)	—	13.9x


~~Level 3 Instruments~~		~~Level 3 Assets as of~~ ~~September 30, 2017~~⁽¹⁾		~~Significant Unobservable~~ ~~Inputs by Valuation~~ ~~Techniques~~⁽²⁾		~~Range~~⁽³⁾~~of Significant~~ ~~Unobservable~~ ~~Inputs (Weighted Average~~⁽⁴⁾) ~~as of~~ ~~September 30, 2017~~
~~Bank Loans, Corporate Debt, and Other~~ ~~Debt Obligations~~(1)		~~1st Lien/Senior Secured Debt~~		~~Discounted cash flows:~~
	~~$79,740~~		~~• Discount Rate~~		~~9.9% – 12.1%(10.5%)~~
	~~1st Lien/Last-Out Unitranche~~		~~Discounted cash flows:~~
		~~$95,261~~		~~• Discount Rate~~		~~10.3% – 11.1%(10.6%)~~
		~~2nd Lien/Senior Secured Debt~~		~~Discounted cash flows:~~
		~~$233,612~~		~~• Discount Rate~~		~~10.5% – 11.6%(11.2%)~~
		~~Unsecured Debt~~		~~Discounted cash flows:~~
		~~$3,340~~		~~• Discount Rate~~		~~4.0% – 13.8%(13.6%)~~
~~Equity~~		~~Preferred Stock~~		~~Discounted cash flows:~~
		~~$2,670~~		~~• Discount Rate~~		~~11.9% – 14.2%(12.6%)~~

				~~Comparable multiples:~~
				~~• EV/EBITDA~~⁽⁵⁾		~~10.4x – 13.6x (9.9x)~~
		~~Common Stock~~		~~Discounted cash flows:~~
		~~$4,123~~		~~• Discount Rate~~		~~9.7% – 16.6%(13.1%)~~

				~~Comparable multiples:~~
				~~• EV/Revenue~~		~~2.1x – 9.6x (3.0x)~~

				~~Comparable multiples:~~
				~~• EV/EBITDA~~⁽⁵⁾		~~8.4x – 18.0x (14.0x)~~
		~~Warrants~~		~~Discounted cash flows:~~
		~~$106~~		~~• Discount Rate~~		~~8.8% – 11.4%(11.2%)~~

				~~Comparable multiples:~~
				~~• EV/EBITDA~~⁽⁵⁾		~~4.5x – 10.8x (12.5x)~~

⁽¹⁾

~~Included~~As of March 31, 2022, included within Level 3 ~~Assets~~assets of ~~$629,116~~$610,727 is an amount of ~~$210,264~~$0 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $578,305 or 98% of Level 3 bank loans, corporate debt, and other debt obligations.

⁽²⁾

As of December 31, 2021, included within Level 3 assets of $700,808 is an amount of $0 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $668,086 or 98.3% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)

The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

⁽³⁾

(4)

The range for an asset category consisting of a single investment ~~represents the relevant market data considered in determining the fair value of the investment.~~is not meaningful and therefore has been excluded.

⁽⁴⁾

(5)

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

⁽⁵⁾

(6)

Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).


~~Level 3 Instruments~~	~~Level 3 Assets as of~~ ~~December 31, 2016~~⁽¹⁾	~~Significant Unobservable~~ ~~Inputs by Valuation~~ ~~Techniques~~⁽²⁾	~~Range~~⁽³⁾ ~~of Significant~~ ~~Unobservable~~ ~~Inputs (Weighted Average~~⁽⁴⁾) ~~as of~~ ~~December 31, 2016~~
~~Bank Loans, Corporate Debt, and~~ ~~Other Debt Obligations~~	~~1st Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$33,320~~	~~• Discount Rate~~	~~9.9% – 11.9%(11.1%)~~
	~~1st Lien/Last-Out Unitranche~~	~~Discounted cash flows:~~
	~~$23,520~~	~~• Discount Rate~~	~~6.8% – 10.9%(11.2%)~~
	~~2nd Lien/Senior Secured Debt~~	~~Discounted cash flows:~~
	~~$83,840~~	~~• Discount Rate~~	~~11.7% – 11.9%(11.8%)~~
~~Equity~~	~~Preferred Stock~~	~~Discounted cash flows:~~
	~~$1,000~~	~~• Discount Rate~~	~~7.3% – 10.0%(13.9%)~~

		~~Comparable multiples:~~
		~~• EV/EBITDA~~⁽⁵⁾	~~9.4x – 14.7x (10.0x)~~

⁽¹⁾

Included within Level 3 Assets of $199,436 is an amount of $57,756 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

⁽²⁾

⁽³⁾

~~The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment.~~

⁽⁴⁾

⁽⁵⁾

~~Enterprise value of portfolio company as a multiple of EBITDA.~~

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016.~~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 ~~the value of~~ market comparable transactions or market multiples would result in an increase or decrease, ~~respectively,~~ in the fair value.

Table of Contents

The following is a summary of the Company’s assets categorized within the fair value ~~hierarchy as of September 30, 2017:~~hierarchy:


									March 31, 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
1st Lien/Senior Secured Debt	$	–	$	–	$	183,555	$	183,555	$	—	$	18,782	$	380,537	$	399,319	$	—	$	30,190	$	414,364	$	444,554
1st Lien/Last-Out Unitranche		–		–		112,714		112,714		—		—		77,134		77,134		—		—		132,708		132,708
2nd Lien/Senior Secured Debt		–		35,254		322,608		357,862		—		67,231		126,162		193,393		—		68,872		126,555		195,427
Unsecured Debt		–		–		3,340		3,340		—		—		6,098		6,098		—		—		6,019		6,019
Preferred Stock		–		–		2,670		2,670		—		—		11,449		11,449		—		—		12,048		12,048
Common Stock		–		–		4,123		4,123		—		—		9,316		9,316		—		—		9,095		9,095
Warrants		–		–		106		106		—		—		31		31		—		—		19		19
Affiliated Money Market Fund		1		–		–		1		79,559		—		—		79,559		125,127		—		—		125,127
Total assets	$	1	$	35,254	$	629,116	$	664,371	$	79,559	$	86,013	$	610,727	$	776,299	$	125,127	$	99,062	$	700,808	$	924,997
Unrealized appreciation (depreciation) on foreign currency forward contracts									$	—	$	58	$	—	$	58	$	—	$	46	$	—	$	46

The ~~following is~~below table presents a summary of ~~the Company’s assets categorized within the~~changes in fair value ~~hierarchy as of December 31, 2016:~~

Assets    Level 1    Level 2    Level 3    Total
1st Lien/Senior Secured Debt    $ –    $ –    $ 43,554    $ 43,554
1st Lien/Last-Out Unitranche    –    –    23,520    23,520
2nd Lien/Senior Secured Debt    –    –    126,430    126,430
Unsecured Debt    –    –    3,332    3,332
Preferred Stock    –    –    2,500    2,500
Warrants    –    –    100    100
Affiliated Money Market Fund    138,311    –    –    138,311
Total assets    $ 138,311    $ –    $ 199,436    $ 337,747

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the nine months ended September 30, 2017 and for the period from June 9, 2016 (inception) to September 30, 2016, there were no transfers between levels.

~~The following is a reconciliation~~ of Level 3 assets ~~for the nine months ended September 30, 2017:~~by investment type:


	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 Three Months Ended March 31, 2022
1st Lien/Senior Secured Debt	$	414,364	$	729	$	(572	)	$	(753	)	$	(33,917	)	$	686	$	—	$	—		$	380,537	$	(762	)
1st Lien/Last-Out Unitranche		132,708		343		—			(1,214	)		(55,250	)		547		—		—			77,134		(1,200	)
2nd Lien/Senior Secured Debt		126,555		—		(12,529	)		11,995			—			141		—		—			126,162		(536	)
Unsecured Debt		6,019		—		—			75			—			4		—		—			6,098		75
Preferred Stock		12,048		—		—			(599	)		—			—		—		—			11,449		(599	)
Common Stock		9,095		—		—			221			—			—		—		—			9,316		221
Warrants		19		—		—			12			—			—		—		—			31		12
Total assets	$	700,808	$	1,072	$	(13,101	)	$	9,737		$	(89,167	)	$	1,378	$	—	$	—		$	610,727	$	(2,789	)
For the Three Months Ended March 31, 2021
1st Lien/Senior Secured Debt	$	745,875	$	7,565	$	1		$	1,954		$	(55,589	)	$	1,400	$	—	$	—		$	701,206	$	2,442
1st Lien/Last-Out Unitranche		131,579		6,049		—			980			(8,692	)		150		—		—			130,066		981
2nd Lien/Senior Secured Debt		290,324		—		—			1,542			(2,957	)		306		—		(34,629	)		254,586		1,539
Unsecured Debt		5,147		—		—			(31	)		—			3		—		—			5,119		(31	)
Preferred Stock		10,397		1,933		—			(625	)		—			—		—		—			11,705		(625	)
Common Stock		18,049		—		7,490			(6,404	)		(10,750	)		—		—		—			8,385		778
Warrants		—		—		—			—			—			—		—		—			—		—
Total assets	$	1,201,371	$	15,547	$	7,491		$	(2,584	)	$	(77,988	)	$	1,859	$	—	$	(34,629	)	$	1,111,067	$	5,084

Level 3
Beginning
Balance
as of
January 1,
2017
Purchases⁽¹⁾
Net
Realized
Gain (Loss)

Net Change in
Unrealized
Appreciation
(Depreciation)⁽²⁾

Sales and
Settlements⁽¹⁾

Net
Amortization
of Premium/
Discount

Transfers
In

Transfers
Out

Ending
Balance
as of
September 30,
2017

1st Lien/Senior Secured Debt
$ 43,554 $ 180,173 $ (11 ) $ (63 ) $ (40,725 ) $ 627 $ – $ – $ 183,555
1st Lien/Last-Out Unitranche 23,520 92,609 – 278 (3,940 ) 247 – – 112,714
2nd Lien/Senior Secured Debt
126,430 210,618 – (23 ) (15,000 ) 583 – – 322,608
Unsecured Debt 3,332 – – 7 – 1 – – 3,340
Preferred Stock 2,500 – – 170 – – – – 2,670
Common Stock – 4,250 – (127 ) – – – – 4,123
Warrants 100 – – 6 – – – – 106
Total assets $ 199,436 $ 487,650 $ (11 ) $ 248 $ (59,665 ) $ 1,458 $ – $ – $ 629,116

⁽¹⁾
(1)	Purchases may include PIK, ~~and~~ securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

⁽²⁾

~~Change~~Transfers in ~~unrealized appreciation (depreciation) relating~~(out) of Level 3 are due to ~~assets still held as~~an increase (decrease) in the quantity and reliability of ~~September 30, 2017 totaled $224, consisting of~~broker quotes obtained by the ~~following: 1st Lien/Senior Secured Debt $(87), 1st Lien/Last-Out Unitranche $278, 2nd Lien/Senior Secured Debt $(23), Unsecured Debt $7, Preferred Stock $170, Common Stock $(127) and Warrants $6.~~Investment Adviser.

~~The following is a reconciliation of Level 3 assets for the period from June 9, 2016 (inception) to September 30, 2016:~~

Level 3 Beginning
Balance
as of
June 9, 2016
(Inception) Purchases⁽¹⁾ Net
Realized
Gain (Loss) Net Change in
Unrealized
Appreciation
(Depreciation)⁽²⁾ Sales and
Settlements⁽¹⁾
Net
Amortization
of Premium/
Discount
Transfers
In Transfers
Out Ending
Balance
as of
September 30,
2016
1st Lien/Senior Secured Debt $ – $ 33,320 $ – $ (14 ) $ – $ 14 $ – $ – $ 33,320
1st Lien/Last-Out Unitranche – 23,520 – – – – – – 23,520
2nd Lien/Senior Secured Debt – 73,500 – (10 ) – 10 – – 73,500
Preferred Stock – 1,000 – – – – – – 1,000
Total assets $ – $ 131,340 $ – $ (24 ) $ – $ 24 $ – $ – $ 131,340

⁽¹⁾

~~Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.~~

⁽²⁾

Change in unrealized appreciation (depreciation) relating to assets still held at September 30, 2016 totaled $(24), consisting of the following: 1st Lien/Senior Secured Debt $(14), 1st Lien/Last-Out Unitranche $0, 2nd Lien/Senior Secured Debt $(10), and Preferred Stock $0.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, approximates its carrying ~~value.~~value because the JPM Revolving Credit Facility has variable interest based on selected short term rates.

Table of Contents

6. DEBT

In accordance with the Investment Company Act, with certain exceptions, the Company is ~~only~~currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least ~~2 to 1~~200% after such ~~borrowing.~~borrowing (or 150% if certain requirements are met). As of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016, the Company’s outstanding borrowings were $289,000 and $130,000, respectively, and~~2021, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities (which includes the JPM Revolving Credit Facility) was ~~2.39 to 1~~300% and ~~2.61 to 1, respectively.~~290%.

The Company’s outstanding debt was as follows:


	March 31, 2022						December 31, 2021
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
JPM Revolving Credit Facility(1)	$	248,930	$	—	$	247,439	$	307,930	$	—	$	307,242

(1)

The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2022, the Company had outstanding borrowings denominated in USD of $219,893 and in Euros (EUR) of 24,900. As of December 31, 2021, the Company had outstanding borrowings denominated in USD of $278,893 and in EUR of 24,900.

The weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2022 and for the year ended December 31, 2021 were 3.49% and 3.46%. The weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2022 and for the year ended December 31, 2021 were $287,953 and $431,179.

JPM Revolving Credit Facility

On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company 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 also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company ~~entered into a~~amended the JPM Revolving Credit Facility on ~~July 18, 2016 with Bank of America, N.A. as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer~~August 17, 2018, December 10, 2018, February 22, 2019, April 3, 2020, August 26, 2020, November 23, 2020, June 21, 2021 and ~~lender.~~

January 28, 2022.

~~On March 3, 2017,~~Borrowings under the ~~Company amended the~~JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to ~~among~~either (x) the three-month LIBOR (or other ~~things:~~

~~temporarily increase~~listed offered rate, depending upon the ~~maximum committed principal amount~~currency of ~~the Revolving Credit Facility by $100,000 to $350,000, with such temporary increase expiring on December 29, 2017~~borrowing) in effect or ~~earlier pursuant~~(y) a rate per annum equal to the ~~terms~~greater of ~~the Revolving Credit Facility; and~~

increase the interest rate on obligations under the Revolving Credit Facility to either (1) the prevailing London InterBank Offered Rate (“LIBOR”) for one, two, three or six months plus 3.00% per annum (increased from 2.25% per annum) or (2) an alternate base rate (the greater of(i) the prime rate of JPM in effect on such ~~commercial bank,~~day and (ii) the ~~federal funds rate~~Federal Funds Effective Rate in effect on such day plus 0.50%,; and, ~~LIBOR~~with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin is 3.25% per annum. SPV initially paid a commitment fee of 1.00%~~) plus 2.00%~~ per annum ~~(increased~~(or 0.50% per annum during the first nine months from ~~1.25% per annum).~~

~~The maximum principal amount of~~ the date the JPM Revolving Credit Facility was ~~$350,000 as of September 30, 2017, of which $289,000 was drawn as of September 30, 2017, subject to availability under the “Borrowing Base.” The Borrowing Base is calculated based~~entered into) on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The Company has the ability to increase the maximum principalaverage daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility ~~up to $750,000 subject to increasing~~is a multicurrency facility. As of March 31, 2022, the total commitments ~~of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The~~under the JPM Revolving Credit Facility ~~will mature on July 17, 2018,~~were $248,930. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the ~~Administrative Agent and~~administrative agent at such time.

SPV’s obligations to the ~~extending~~ lenders ~~and certain other conditions.~~

The Company has the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the ~~Revolving Credit Facility.~~

~~Amounts drawn under the~~JPM 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 Revolving Credit Facility and may trigger mandatory prepayment obligations.

~~The Revolving Credit Facility is~~ secured by a ~~perfected~~ first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the ~~unfunded capital commitments~~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 ~~investors (with certain exceptions) and~~investment in SPV.

In connection with the proceeds thereof, including 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 theJPM Revolving Credit Facility, ~~the lenders can directly require investors~~SPV has made certain customary representations and warranties and is required to ~~fund their capital commitments, but lenders cannot seek recourse against a unitholder in excess of such unitholder’s obligation to contribute capital to the Company.~~

comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary ~~representations, warranties,~~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 ~~affirmative~~during the continuation of an event of default, JPM may declare the outstanding advances and ~~negative covenants, including without limitation, treatment as a RIC~~all other obligations under the ~~Code and as a BDC under the Investment Company Act and restrictions on certain operations, including without limitation certain distributions. The~~JPM Revolving Credit Facility ~~includes customary conditions precedent to draw-down of loans~~immediately due and ~~customary events of default. The Company is in compliance with these covenants.~~payable.

Costs of ~~$2,031~~$8,212 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on 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 ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, outstanding deferred financing costs were ~~$784~~$2,210 and ~~$1,351, respectively.~~$2,506.

Table of Contents

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


	For the Three Months Ended
	March 31, 2022			March 31, 2021
Borrowing interest expense	$	2,477		$	4,063
Facility fees		35			54
Amortization of financing costs		330			327
Total	$	2,842		$	4,444
Weighted average interest rate		3.49	%		3.50	%
Average outstanding balance	$	287,953		$	470,243

7. DERIVATIVES

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Financial Condition as due to/due from broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.

For the three ~~and nine~~ months ended ~~September 30, 2017 is~~March 31, 2022 and 2021, the Company’s average USD notional exposure to foreign currency forward contracts was $934 and $1,594.

The Company’s net exposure to foreign currency forward contracts by counterparty that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Financial Condition was as follows:


	Gross Amount of Assets		Gross Amount of (Liabilities)		Net Amount of Assets or (Liabilities)		Collateral (Received) Pledged (1)		Net Amounts (2)
March 31, 2022
Bank of America, N.A.	$	58	$	—	$	58	$	—	$	58
December 31, 2021
Bank of America, N.A.	$	46	$	—	$	46	$	—	$	46

Three months ended
September 30, 2017

Three months ended
September 30, 2016

Nine months ended
September 30, 2017
For the period from
June 9, 2016
(inception) to
September 30, 2016
Borrowing Interest Expense $ 2,608 $ 139 $ 4,811 $ 139
Facility fees 70 118 324 118
Amortization of financing costs 302 180 847 180
Total $ 2,980 $ 437 $ 5,982 $ 437
Weighted average interest rate 4.30% 2.96% 4.10% 2.96%
Average outstanding balance $ 240,853 $ 22,860 * $ 156,756 $ 22,860 *

*
(1)	~~Average outstanding debt balance was calculated beginning~~Amount excludes excess cash collateral paid.
(2)	Net amount represents the net amount due (to) from counterparty in the event of a default based on ~~July 18, 2016,~~ the ~~date on which~~contractual setoff rights under the ~~Company entered into the Revolving Credit Facility.~~agreement. Net amount excludes any over-collateralized amounts.

The effect of transactions in derivative instruments to the Consolidated Statements of Operations was as follows:


	For the Three Months Ended
	March 31, 2022		March 31, 2021
Net realized gain (loss) on foreign currency forward contracts	$	14	$	(53	)
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		12		114
Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	26	$	61

7.	~~COMMITMENTS AND CONTINGENCIES~~

8. COMMITMENTS AND CONTINGENCIES

Capital Commitments

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


	March 31, 2022							December 31, 2021
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Units	$	1,097,430	$	60,359		95	%	$	1,097,430	$	60,359		95	%

Table of ~~the dates indicated:~~Contents

   September 30, 2017 December 31, 2016

Capital
Commitments

Unfunded
Capital
Commitments

% of Capital
Commitments
Funded

Capital
Commitments

Unfunded
Capital
Commitments

% of Capital
Commitments
Funded

Common Units    $ 1,097,430    $ 691,381    37 % $ 1,001,880    $ 791,485    21 %

Portfolio Company Commitments

The Company may enter into investment commitments to fund ~~investments.~~investments 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 ~~September 30, 2017,~~March 31, 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~~types:


		Unfunded Commitment Balances(1)
		March 31, 2022			December 31, 2021
1st Lien/Senior Secured Debt
CorePower Yoga LLC	$		1,070	$		1,070
Diligent Corporation			1,900			1,900
Internet Truckstop Group, LLC (dba Truckstop)			2,800			2,800
Lithium Technologies, Inc.			2,023			2,023
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)			2,518			2,203
VRC Companies, LLC (dba Vital Records Control)			1,702			1,784
Xactly Corporation			2,554			2,554
Experity, Inc.		—				2,972
Total	$		14,567	$		17,306

(1)

Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the ~~dates indicated:~~applicable reporting date.

Contingencies

   September 30, 2017 December 31, 2016
      Commitment
Expiration
Date⁽¹⁾    Unfunded
Commitment⁽²⁾    Fair
Value⁽³⁾ Commitment
Expiration
Date⁽¹⁾    Unfunded
Commitment⁽²⁾    Fair
Value⁽³⁾
1st Lien/Senior Secured Debt
Clinical Supplies Management Holdings, Inc.    –    $ –    $ – 04/12/2018    $ 8,640    $ (173 )
Continuum Managed Services LLC    06/08/2019    2,658    (73 ) –    –    –
FWR Holding Corporation    08/21/2019    4,410    (110 ) –    –    –
Clinical Supplies Management Holdings, Inc.    10/12/2021    2,000    (35 ) 10/12/2021    2,000    (40 )
Netvoyage Corporation    03/24/2022    1,044    (18 ) –    –    –
Continuum Managed Services LLC    06/08/2022    3,280    (90 ) –    –    –
Xactly Corporation    07/29/2022    2,554    (51 ) –    –    –
FWR Holding Corporation    08/21/2023    1,279    (32 ) –    –    –
Total 1st Lien/Senior Secured Debt       $ 17,225    $ (409 )    $ 10,640    $ (213 )
Total       $ 17,225    $ (409 )    $ 10,640    $ (213 )

⁽¹⁾

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾

~~Net of capitalized fees, expenses and OID.~~

⁽³⁾

~~A negative fair value was reflected as investments, at fair value in the Consolidated Statements of Financial Condition. The negative fair value is the result of the capitalized discount on the loan.~~

~~Contingencies~~

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure ofto 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.

9. MEMBERS’ CAPITAL

8.	~~MEMBERS’ CAPITAL~~

Capital Drawdowns

The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2017.

Unit Issue Date    Units Issued    Proceeds Received
April 27, 2017    203,758    $ 20,013
April 28, 2017    535    53
May 26, 2017    444,153    43,897
June 29, 2017    441,837    43,897
August 21, 2017    557,806    54,872
September 28, 2017    332,027    32,923
Total capital drawdowns
   1,980,116    $ 195,655

The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements from June 9, 2016 (inception) to September 30, 2016.

Unit Issue Date    Units Issued    Proceeds Received
July 14, 2016    310,360    $ 31,036
July 15, 2016    4,000    400
August 23, 2016    160,219    15,718
September 15, 2016    1,206,924    117,885
Total capital drawdowns
   1,681,503    $ 165,039

The Company did not issue a capital drawdown for the three months ended March 31, 2022 and 2021.

Distributions

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


Date Declared	Record Date	Payment Date	Amount Per Unit
For the Three Months Ended March 31, 2022
February 3, 2022	February 3, 2022	February 17, 2022	$	8.89	(1)

(1)

$8.48 is considered return of capital distribution.

The company did not issue a distribution for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2021.


~~Date Declared~~	~~Record Date~~	~~Payment Date~~	~~Amount Per Unit~~
~~February 22, 2017~~	~~March 31, 2017~~	~~April 17, 2017~~	~~$2.02~~
~~May 1, 2017~~	~~June 30, 2017~~	~~July 26, 2017~~	~~$2.40~~
~~August 1, 2017~~	~~September 29, 2017~~	~~October 24, 2017~~	~~$2.42~~

~~There were no distributions for the period from June 9, 2016 (inception) to September 30, 2016.~~10. EARNINGS PER UNIT

9.	~~EARNINGS PER UNIT~~

The following information sets forth the computation of basic and diluted earnings per ~~unit for the three and nine months ended September 30, 2017, for the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) to September 30, 2016.~~unit:

For the three
months ended
September 30, 2017

For the three
months ended
September 30, 2016

For the nine
months ended
September 30, 2017

For the period from
June 9,2016
(inception) to
September 30, 2016

Numerator for basic and diluted earnings per unit - increase in Members’ Capital resulting from operations
   $ 8,667    $ (246 ) $ 19,015    $ (584 )
Denominator for basic and diluted earnings per unit - the weighted average Units outstanding
   3,492,675    547,715 2,708,267    442,016
Basic and diluted earnings (loss) per unit
   $ 2.48    $ (0.45 ) $ 7.02    $ (1.32 )


	For the Three Months Ended
	March 31, 2022		March 31, 2021

Net increase in Members’ Capital from operations	$	6,831	$	24,922
Weighted average Units outstanding		10,687,877		10,687,877
Basic and diluted earnings per unit	$	0.64	$	2.33

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

~~10.~~

~~FINANCIAL HIGHLIGHTS~~

~~Below is~~Table of Contents

11. FINANCIAL HIGHLIGHTS

The below table presents the schedule of financial highlights of the ~~Company~~Company:


	For the Three Months Ended
	March 31, 2022				March 31, 2021
Per Unit Data:(1)
NAV, beginning of period	$	54.79			$	75.76
Net investment income		1.07				1.40
Net realized and unrealized gains (losses)(2)		(0.43	)			0.94
Income tax provision, realized and unrealized gains		—				(0.01	)
Net increase in net assets from operations(2)		0.64				2.33
Distributions declared:
From return of capital		(8.48	)			—
From net investment income		(0.41	)			—
Total distributions declared		(8.89	)			—
Total increase (decrease) in net assets		(8.25	)			2.33
NAV, end of period	$	46.54			$	78.09
Units outstanding, end of period		10,687,877				10,687,877
Weighted average units outstanding		10,687,877				10,687,877
Total return based on NAV(3)		1.17	%			3.08	%
Supplemental Data/Ratio:(4)
Members' Capital, end of period	$	497,435			$	834,640
Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital		1.90	%			1.88	%
Ratio of interest and other debt expenses to average Members’ Capital		2.13	%			2.19	%
Ratio of incentive fees to average Members’ Capital		0.22	%			0.53	%
Ratio of total expenses to average Members’ Capital		4.25	%			4.60	%
Ratio of net investment income (loss) to average Members’ Capital		9.22	%			9.00	%
Portfolio turnover		—		(5)		1	%

(1)

The per unit data was derived by using the weighted average units outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per unit for the ~~nine months ended September 30, 2017 and~~applicable period.

(2)

The amount shown may not correspond with the aggregate amount for the period ~~from June 9, 2016 (inception)~~as it includes the effect of the timing of the distribution.

(3)

Calculated as the change in NAV per unit during the period plus dividends declared per unit, divided by the beginning NAV per unit.

(4)

Annualized, except for, as applicable, unvested Incentive Fees.

(5)

Amount rounds to ~~September 30, 2016:~~

less than 1%.

   For the nine months
ended
September 30, 2017 For the period from
June 9, 2016
(inception) to
September 30, 2016
Per Unit Data:⁽¹⁾
NAV, beginning of period    $ 97.73 $ 100.00
Net investment income (loss)    6.77 (1.35 )
Net realized and unrealized gains (losses)    (0.15 )⁽²⁾ (0.85 )


Net increase (decrease) in net assets resulting from operations    6.62 (2.20 )


Distributions declared from net investment income⁽³⁾    (6.84 ) –


Total increase (decrease) in net assets    (0.22 ) (2.20 )


NAV, end of period    $ 97.51 $ (97.80 )


Units outstanding, end of period    4,123,094 1,681,503
Weighted average units outstanding    2,708,267 442,016
Total return based on NAV⁽⁴⁾    6.77% (2.20)%
Ratio/Supplemental Data (all amounts in thousands except ratios):
Members’ Capital, end of period    $ 402,056 $ 164,455
Ratio of net expenses to average Members’ Capital⁽⁵⁾    7.12% 11.28%
Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’
Capital⁽⁵⁾
   2.69% 8.94%
Ratio of interest and other debt expenses to average Members’ Capital⁽⁵⁾    3.02% 3.24%
Ratio of incentive fees to average Members’ Capital⁽⁵⁾    1.41% –%
Ratio of total expenses to average Members’ Capital⁽⁵⁾    7.12% 12.18%
Ratio of net investment income (loss) to average Members’ Capital⁽⁵⁾    9.91% (2.25)%
Average debt outstanding    $ 156,756 $ 22,860
Average debt per unit⁽⁶⁾    $ 57.88 $ 51.72
Portfolio turnover    14% –%

12. SUBSEQUENT EVENTS

⁽¹⁾

~~The per unit data was derived by using the weighted average units outstanding during the period.~~

⁽²⁾

For the nine months ended September 30, 2017, the amount shown does not correspond with the aggregate realized and unrealized gains (losses) on investment transactions for the period as it includes the effect of the timing of the distribution.

⁽³⁾

~~The per unit data for distributions declared reflects the actual amount of distributions declared per unit for the applicable period.~~

⁽⁴⁾

~~Total return based on NAV is calculated as the change in NAV per unit during the period plus dividends declared per unit, divided by the beginning NAV per unit.~~

⁽⁵⁾

~~Annualized, except for, as applicable, unvested Incentive Fees and certain operating expenses.~~

⁽⁶⁾

~~Average debt per unit is calculated as average debt outstanding divided by the weighted average units outstanding during the period.~~

~~11.~~

~~SUBSEQUENT EVENTS~~

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

~~On October 23, 2017, the Company delivered~~The company will pay a ~~capital drawdown notice~~$65,000 distribution to ~~its investors relating to the sale~~Unitholders as of ~~approximately 900,334 common Units for an aggregate offering price of approximately $87,794. The common Units were issued on October 30, 2017.~~

On October 31, 2017, 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 October 1, 2017 through December 31, 2017,record date May 11, 2022 payable on or about ~~January 23, 2018 to unitholders of record as of December 29, 2017.~~

May 30, 2022.

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

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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 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 ~~“Group~~“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.

OVERVIEW

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, 2016. From our commencement of investment operations on July 1, 2016 through ~~September 30, 2017,~~March 31, 2022, we have originated ~~$741.50 million~~$2.30 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”~~

“Unitranche” loans are first lien loans that ~~may~~ extend deeper in a ~~company’s~~borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the ~~unitranche~~such loan. In a number of instances, we may find another lender to provide the “first out” portion of ~~such~~a unitranche loan ~~and~~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 ~~over~~as compared to the “last out” portion that we would continue to hold. In exchange for ~~the~~taking greater risk of loss, the “last out” portion generally earns a higher interest rate than ~~the~~our “first out” ~~portion.~~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 ~~between $5 million and $75 million annually.~~ these companies. While, as a result of fluctuations in the net asset value (“~~NAV”~~NAV”) of one asset relative to ~~another asset,~~other assets, 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 which we will value at market value or, if no market value is ascertainable, at fair value for the purpose of complying with the above mentioned policy.~~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 ~~unitholders~~our Unitholders at least 60 days prior to any change to the 80% investment policy described above.

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.

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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 ~~“Risk~~“Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and ~~“Business—~~“Item 1. Business—Competitive ~~Advantages”~~Advantages.” in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2021.

Impact of COVID-19 Pandemic

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 first 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.

Impact of Russian Invasion of Ukraine

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.

KEY COMPONENTS OF OPERATIONS

Investments

~~We expect that our~~Our level of investment activity ~~will~~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 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.

~~Revenues~~34

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Revenues

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 ~~interest.~~(“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 ~~(including Goldman Sachs BDC, Inc. (“GS BDC”) and “Goldman Sachs Middle Market Lending Corp. (“GS MMLC”), collectively,~~(collectively with the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material ~~fees~~fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Expenses

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 ~~our~~ common units of ~~the Company’s~~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 ~~costs and~~ expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement ~~(“Administration~~(the “Administration Agreement”), ~~including those relating to:~~

including:

•

our operational and organizational expenses;

•

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;

•

brokers’ commissions;

•

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

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

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,~~Unitholders, the SEC and other regulatory authorities;

•

costs of holding Unitholder meetings;

•

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;

•

insurance premiums; and

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•

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. ~~Costs relating to future offerings of securities would be incremental.~~

Leverage

~~Our revolving credit facility (the “Revolving~~The JPM Revolving Credit ~~Facility”)~~Facility allows 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 ~~2 to 1~~200% after such ~~borrowing.~~borrowing (or 150% if certain requirements are met). As of March 31, 2022 and December 31, 2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the JPM Revolving Credit Facility) was 300% and 290%. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as the Company, an offer to repurchase shares held by the BDC’s stockholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if shareholders approve a proposal to do so. If a BDC receives shareholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. 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 ~~2 to 1,~~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 our Investment Adviser’s and our ~~board~~Board of ~~directors (the “Board of Directors” or the “Board”)~~Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

~~As of September 30, 2017 and December 31, 2016, our~~Our portfolio (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group Inc. of less than $0.01 million and $138.31 million, respectively)~~funds, if any) consisted of the following:


	As of														As of
	September 30, 2017							December 31, 2016							March 31, 2022				December 31, 2021
	Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Percentage of Total Portfolio at Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
	*($ in millions)*							*($ in millions)*							($ in millions)
First Lien/Senior Secured Debt	$	183.70	$	183.56		27.6	%	$	43.63	$	43.55		21.8	%	$	398.42	$	399.32	$	442.67	$	444.55
First Lien/Last-Out Unitranche		112.46		112.71		17.0			23.54		23.52		11.8			80.87		77.13		135.24		132.71
Second Lien/Senior Secured Debt		357.09		357.86		53.9			126.08		126.44		63.4			209.16		193.39		221.49		195.43
Unsecured Debt		3.33		3.34		0.5			3.33		3.33		1.7			6.32		6.10		6.32		6.02
Preferred Stock		2.50		2.67		0.4			2.50		2.50		1.3			12.34		11.45		12.34		12.05
Common Stock		4.25		4.12		0.6			–		–		–			8.75		9.32		8.75		9.10
Warrants		0.10		0.11		0.0			0.10		0.10		0.0			1.34		0.03		1.34		0.02

Total Investments	$	663.43	$	664.37		100.0	%	$	199.18	$	199.44		100.0	%	$	717.20	$	696.74	$	828.15	$	799.88

Table of ~~September 30, 2017 and December 31, 2016, the~~Contents

The weighted average yield onof our portfolio by asset type (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group Inc.)~~funds, if any), at amortized cost and fair value, was as follows:


	As of								As of
	September 30, 2017				December 31, 2016				March 31, 2022						December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield⁽¹⁾
First Lien/Senior Secured Debt⁽²⁾		10.0%		10.0%		10.0%		10.1%		8.9	%		9.0	%		8.5	%		8.7	%
First Lien/Last-Out Unitranche⁽²⁾⁽⁴⁾		10.2%		10.2%		10.2%		10.2%
First Lien/Last-Out Unitranche(2)(3)										10.8			12.6			10.1			10.7
Second Lien/Senior Secured Debt⁽²⁾		10.1%		10.1%		10.2%		10.2%		9.0			10.6			8.5			10.2
Unsecured Debt⁽²⁾		13.8%		13.7%		13.8%		13.8%		13.5			19.1			13.4			19.2
Preferred Stock⁽³⁾⁽⁴⁾		0.0%		0.0%		0.0%		0.0%	—			—			—			—
Common Stock⁽³⁾⁽⁴⁾		0.0%		0.0%		–		–	—			—			—			—
Warrants⁽³⁾⁽⁴⁾		0.0%		0.0%		0.0%		0.0%	—			—			—			—
Total Portfolio		10.0%		10.0%		10.1%		10.1%		8.9	%		9.7	%		8.6	%		9.2	%

⁽¹⁾
(1)	The weighted average yield of our portfolio does not represent the total return to our Unitholders.

⁽²⁾		Computed based on (a) the ~~(a)~~ annual ~~stated~~actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair ~~value, respectively. For investments that are subject to a London InterBank Offered Rate (“LIBOR”) floor,~~value.
(3)	The calculation includes incremental yield earned on the ~~yield calculation assumes the greater~~“last-out” portion of the ~~applicable LIBOR floor or 3 month LIBOR as of respective period end date. The actual interest rate may vary.~~unitranche loan investments.

⁽³⁾

(4)

Computed based on (a) the ~~(a)~~ stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair ~~value, respectively.~~

⁽⁴⁾

~~The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.~~value.

As of March 31, 2022, the total portfolio weighted average yield measured at amortized cost and fair value was 8.9% and 9.7%, as compared to 8.6% and 9.2%, as of December 31, 2021.

The following table presents certain selected information regarding our investment portfolio (excluding ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group Inc.) as of September 30, 2017 and December 31, 2016:~~funds, if any):


	As of				As of
	September 30, 2017		December 31, 2016		March 31, 2022				December 31, 2021
Number of portfolio companies		29		10			28				31
Percentage of performing debt bearing a floating rate⁽¹⁾		97.4%		91.3%			99.1	%			99.2	%
Percentage of performing debt bearing a fixed rate⁽¹⁾⁽²⁾		2.6%		8.7%			0.9	%			0.8	%
Weighted average leverage (net debt/EBITDA)⁽³⁾		5.1x		5.0x		6.3x				6.3x
Weighted average interest coverage⁽³⁾		2.8x		2.9x		2.2x				2.3x
Median EBITDA⁽³⁾⁽⁴⁾	$	35.66 million	$	14.95 million
Median EBITDA(3)					$	61.3 million			$	61.3 million

⁽¹⁾
(1)	Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

⁽²⁾

Includes income producing preferred stock ~~investments.~~investments, if applicable.

⁽³⁾

For a particular portfolio company, ~~EBITDA typically represents~~we calculate the level of contractual indebtedness net ~~income before~~ of cash (“net ~~interest expense, income tax expense, depreciation~~debt”) owed by the portfolio company and ~~amortization. The~~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 ~~EBITDA represents~~ the ~~ratio~~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’s total~~company. We typically calculate cash flow available for debt ~~(net of cash) and excluding debt subordinated to our investment in~~service at a portfolio company ~~to a portfolio company’s EBITDA. The interest coverage ratio represents~~by taking EBITDA for the ~~ratio of a portfolio company’s EBITDA as a multiple of interest expense.~~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. As September 30, 2017 and December 31, 2016, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 16.6% and 0.0%, respectively, of total debt investments at fair value.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the ~~respective~~ reported end date. ~~Portfolio company statistics~~Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

⁽⁴⁾

~~In 2017 we have invested in 16 new portfolio companies for which~~ As of March 31, 2022 and December 31, 2021, investments where net debt to EBITDA ismay not be the appropriate measure of credit ~~risk. These companies had a median EBITDA~~risk represented 18.5% and 30.3%, of ~~$50.32 million which has driven the portfolio’s median EBITDA higher in 2017.~~total debt investments at fair value.

Table of Contents

Our Investment Adviser monitors ~~our portfolio companies~~ on an ongoing ~~basis. It monitors~~basis, the financial trends of each portfolio company to determine if ~~they are~~it is meeting ~~their~~its respective business ~~plans~~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 4.4 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 ~~(e.g.~~(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 ~~with a grade of 1~~ 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 ~~graded 2~~ 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 ~~graded 3~~ 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

~~an investment grade of~~•

Grade 4 ~~indicates~~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 ~~quarterly~~each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments ~~graded~~with a grade of 3 or 4, ~~our~~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 ~~our investment~~investments in a money market ~~fund managed by an affiliate of Group Inc.)~~funds, if any) on the 1 to 4 grading ~~scale as of September 30, 2017 and December 31, 2016:~~scale:

   As of
   September 30, 2017 December 31, 2016
Investment
Performance Rating
   Fair Value    Percentage
of Total
Portfolio
at Fair
Value Fair Value    Percentage
of Total
Portfolio
at Fair
Value

(in
millions)

(in
millions)

Grade 1    $ –    – % $ –    – %
Grade 2    664.37    100.0 199.44    100.0
Grade 3    –    – –    –
Grade 4    –    – –    –






Total Investments
   $ 664.37    100.0 % $ 199.44    100.0 %


	As of
	March 31, 2022					December 31, 2021
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in millions)					(in millions)
Grade 1	$	—		—	%	$	—		—	%
Grade 2		637.02		91.4			740.63		92.6
Grade 3		57.92		8.3			57.45		7.2
Grade 4		1.80		0.3			1.80		0.20
Total Investments	$	696.74		100.0	%	$	799.88		100.0	%

The following table shows the amortized cost of our performing and non-accrual investments ~~as of September 30, 2017 and December 31, 2016:~~(excluding investments in money market funds, if any):


	As of										As of
	September 30, 2017					December 31, 2016					March 31, 2022					December 31, 2021
	Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total Portfolio at Amortized Cost			Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	*(in* *millions)*					*(in* *millions)*					(in millions)					(in millions)
Performing	$	663.43		100.0	%	$	199.18		100.0	%	$	705.67		98.4	%	$	804.08		97.1	%
Non-accrual		–		–			–		–			11.53		1.6			24.07		2.9

Total Investments	$	663.43		100.0	%	$	199.18		100.0	%	$	717.20		100.0	%	$	828.15		100.0	%

~~Loans or debt securities~~

Table of Contents

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

The following table shows our investment activity ~~for the three months ended September 30, 2017 and 2016~~ by investment ~~type:~~type(1):

   For the Three Months Ended
     September 30,
2017      September 30,
2016
   (in millions)
New investment commitments at cost:
Gross originations    $ 210.79    $ 146.12
Less: Syndications⁽¹⁾    –    –




Net amount of new investments committed at cost:    $ 210.79    $ 146.12
Amount of investments committed at cost⁽²⁾:
First Lien/Senior Secured Debt    $ 81.71    $ 33.32
First Lien/Last-Out Unitranche    18.54    23.52
Second Lien/Senior Secured Debt    110.54    88.28
Unsecured Debt    –    –
Preferred Stock    –    1.00
Common Stock    –    –
Warrants    –    –




Total
   $ 210.79    $ 146.12




Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt    $ 11.67    $ –
First Lien/Last-Out Unitranche    0.07    –
Second Lien/Senior Secured Debt    –    –
Unsecured Debt    –    –
Preferred Stock    –    –
Common Stock    –    –
Warrants    –    –




Total
   $ 11.74    $ –




Net increase (decrease) in portfolio
   $ 199.05    $ 146.12




Number of new investment commitments in new portfolio companies⁽³⁾    8    8
Total new investment commitment amount in new portfolio companies⁽³⁾    $ 209.70    $ 146.12
Average new investment commitment amount in new portfolio companies⁽³⁾    $ 26.21    $ 18.27
Number of new investment commitments in existing portfolio companies⁽³⁾    1    –
Total new investment commitment amount in existing portfolio companies⁽³⁾    $ 1.09    $ –
Weighted average remaining term for new investment commitments (in years)⁽³⁾⁽⁴⁾    6.3    5.8
Percentage of new debt investment commitments at floating interest rates⁽³⁾    100.0%    87.5%
Percentage of new debt investment commitments at fixed interest rates⁽³⁾    –%    12.5%
Weighted average yield on new debt and income producing investment commitments^{(2) (3) (5)}    9.8%    10.3%
Weighted average yield on new investment commitments^{(2) (3) (6)}    9.8%    10.2%
Weighted average yield on debt and income producing investments sold or paid down⁽⁷⁾    10.7%    N/A
Weighted average yield on investments sold or paid down⁽⁸⁾    10.7%    N/A


	For the Three Months Ended
	March 31, 2022			March 31, 2021
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	—		$	6.56
First Lien/Last-Out Unitranche		—			5.83
Preferred Stock		—			1.93
Total	$	—		$	14.32
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	44.78		$	51.14
First Lien/Last-Out Unitranche		55.25			8.69
Second Lien/Senior Secured Debt		—			2.96
Common Stock		—			10.75
Total	$	100.03		$	73.54
Net (decrease) in portfolio	$	(100.03	)	$	(59.22	)
Number of new portfolio companies with new investment commitments		—			—
Total new investment commitment amount in new portfolio companies	$	—		$	—
Average new investment commitment amount in new portfolio companies	$	—		$	—
Number of existing portfolio companies with new investment commitments		—			3
Total new investment commitment amount in existing portfolio companies	$	—		$	14.33
Weighted average remaining term for new investment commitments (in years)(2)		—			3.2
Percentage of new debt investment commitments at cost for floating interest rates	N/A				100.0	%
Percentage of new debt investment commitments at cost for fixed interest rates	N/A				0.0	%
Weighted average yield on new debt and income producing investment commitments(3)	N/A				8.8	%
Weighted average yield on new investment commitments(4)	N/A				7.6	%
Weighted average yield on debt and income producing investments sold or repaid(5)		7.9	%		7.3	%
Weighted average yield on investments sold or repaid(6)		7.9	%		6.2	%

⁽¹⁾
(1)	~~Only includes syndications that occurred at the initial close of the investment.~~

⁽²⁾

~~Net~~Figures for new investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”).

⁽³⁾

~~May~~ that occurred at the initial close. Figures for new investment commitments and may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

⁽⁴⁾

(2)

Calculated as of the end of the relevant period and the maturity date of the individual investments.

⁽⁵⁾

(3)

Computed based on (a) the ~~(a)~~ annual ~~stated~~actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are on non-accrual. ~~For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR~~The annual actual interest rate used is as of the respective ~~period~~quarter end ~~date. The actual interest rate may vary.~~date when the investment activity occurred.

⁽⁶⁾

(4)

Computed based on (a) the ~~(a)~~ annual ~~stated~~actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. ~~For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR~~The annual actual interest rate used is as of the respective ~~period~~quarter end ~~date. The actual interest rate may vary.~~date when the investment activity occurred.

⁽⁷⁾

(5)

Computed based on (a) the ~~(a)~~ annual ~~stated~~actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

⁽⁸⁾

(6)

Computed based on (a) the ~~(a)~~ annual ~~stated~~actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments. For investments that are subject to a LIBOR floor, the calculation assumes the greater of the applicable LIBOR floor or 3 month LIBOR as of the respective period end date. The actual interest rate may vary.

Table of Contents

RESULTS OF OPERATIONS

Our operating results ~~for the three and nine months ended September 30, 2017, for the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) to September 30, 2016~~ were as follows:


													For the Three Months Ended
	For the Three Months Ended September 30, 2017			For the Three Months Ended September 30, 2016			For the Nine Months Ended September 30, 2017			For the Period from June 9, 2016 (Inception) to September 30, 2016			March 31, 2022			March 31, 2021
	*($ in millions)*												($ in millions)
Total investment income	$	14.93		$	1.22		$	33.67		$	1.22		$	17.98		$	27.58

Total expenses		(6.51	)		(1.87	)		(15.33	)		(2.20	)
Management fee waiver		–			0.39			–			0.39

Net expenses		(6.51	)		(1.48	)		(15.33	)		(1.81	)		6.58			12.64

Net investment income (loss)		8.42			(0.26	)		18.34			(0.59	)
Net investment income														11.40			14.94
Net realized gain (loss) on investments		(0.01	)		–			(0.01	)		–			(13.10	)		7.49
Net unrealized appreciation (depreciation) on investments		0.26			0.01			0.69			0.01			7.82			0.01

Net increase (decrease) in Members’ Capital resulting from operations	$	8.67		$	(0.25	)	$	19.02		$	(0.58	)

Net realized and unrealized gain (losses) on forward contracts, translations and transactions														0.76			2.55
Income tax (provision) benefit, realized and unrealized gain/loss														(0.05	)		(0.07	)
Net increase in Members’ Capital from operations													$	6.83		$	24.92

Net increase in ~~Members’ Capital resulting~~members’ capital from operations ~~after tax~~ 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 on the investment portfolio. ~~As a result, comparisons may not be meaningful.~~

Investment Income


									For the Three Months Ended
	For the Three Months Ended September 30, 2017		For the Three Months Ended September 30, 2016		For the Nine Months Ended September 30, 2017		For the Period from June 9, 2016 (inception) to September 30, 2016		March 31, 2022		March 31, 2021
	*($ in millions)*								($ in millions)
Interest	$	14.75	$	1.20	$	33.01	$	1.20	$	16.75	$	25.76
Payment-in-kind income										0.97		1.33
Dividend income		–		0.01		0.01		0.01		0.06		0.06
Other income		0.18		0.01		0.65		0.01		0.20		0.43

Total investment income	$	14.93	$	1.22	$	33.67	$	1.22	$	17.98	$	27.58

In the table above:

~~Investment income~~

•

Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $25.90 million for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 to $16.75 million for the three months ended March 31, 2022, primarily due to a decrease in the size of our portfolio. The amortized cost of the portfolio decreased from $1,238.42 million as of March 31, 2021 to $717.20 million as of March 31, 2022.

Expenses


	For the Three Months Ended
	March 31, 2022		March 31, 2021
	($ in millions)
Interest and other debt expenses	$	2.84	$	4.44
Management fees		2.01		3.07
Incentive fees		1.21		4.40
Professional fees		0.17		0.24
Directors’ fees		0.05		0.06
Other general and administrative expenses		0.30		0.43
Total expenses	$	6.58	$	12.64

In the table above:

•

Interest and other debt expenses decreased from $4.44 million for the three months ended March 31, 2021 to $2.84 million for the three months ended March 31, 2022. This was primarily drive by the decrease in the average aggregate daily borrowings from $470.24 million to $287.95 million due to the decrease in total commitment of JPM Revolving Credit Facility.

•

Management Fees decreased from $3.07 million for the three months ended March 31, 2021 to $2.01 million for the three months ended March 31, 2022 primarily driven by ~~our deployment~~the wind down of ~~capital and increasing invested balance.~~the fund.

•

The accrual for Incentive Fees decreased from $4.40 million for the three months ended March 31, 2021 to $1.21 million for the three months ended March 31, 2022 primarily driven by the wind down of the fund.

~~Expenses~~Table of Contents

   For the Three
Months Ended
September 30, 2017    For the Three
Months Ended
September 30, 2016 For the Nine
Months Ended
September 30, 2017    For the Period from
June 9, 2016
(inception) to
September 30, 2016
   ($ in millions)
Interest and other debt expenses    $ 2.98    $ 0.44 $ 5.98    $ 0.44
Management fees    1.35    0.61 3.13    0.61
Incentive fees    1.54    – 3.74    –
Offering costs    –    0.39 0.95    0.39
Professional fees    0.38    0.22 0.82    0.22
Administration, custodian and transfer agent fees    0.15    0.08 0.37    0.08
Directors’ fees    0.03    0.08 0.09    0.08
Organization costs    –    0.02 –    0.36
Other expenses    0.08    0.03 0.25    0.03






Total expenses
   $ 6.51    $ 1.87 $ 15.33    $ 2.21
Management fees waiver    –    $ (0.39 ) –    $ (0.39 )






Net expenses
   $ 6.51    $ 1.48 $ 15.33    $ 1.82

Net Realized Gains (Losses) and 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
	March 31, 2022			March 31, 2021
	(in millions)
Chase Industries, Inc. (dba Senneca Holdings)	$	(12.53	)	$	—
Wrike, Inc.		—			7.49
Other, net		(0.57	)		—
Net realized gain (loss)	$	(13.10	)	$	7.49

For the three months ended ~~September 30, 2017, we accrued incentive fees~~March 31, 2022, net realized losses were primarily driven by the amendment of $1.54 million, management fees of $1.35 million and interest and other debt expenses due to our Revolving Credit Facility of $2.98 million. In addition, our expenses consisted of $0.38 million in professional fees and $0.26 million of other general administrative expenses.

~~For the nine months ended September 30, 2017, we accrued incentive fees of $3.74 million, management fees of $3.13 million, expenses related to the continuous offering~~one of our ~~common Units~~second lien debt investment in Chase Industries, Inc. (dba Senneca Holdings) to a non-income producing debt resulting in realized loss of $0.95 million, and interest and other debt expenses due to our Revolving Credit Facility of $5.98 million. In addition, our expenses consisted of $0.82 million in professional fees and $0.71 million of other general administrative expenses.

For the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) through September 30, 2016, we accrued gross management fees before waivers of $0.61 million and $0.61 million, respectively. Offsetting those fees, we received management fee waivers of $0.39 million and $0.39 million, respectively, which resulted in net management fees of $0.22$12.53 million.

For the three months ended ~~September 30, 2016 and for~~March 31, 2021, net realized gains were primarily driven by the ~~period from June 9, 2016 (inception) through September 30, 2016,~~sale of our investment in Wrike, Inc. In February 2021, we ~~incurred organization costs~~sold our common stock, which resulted in a realized gain of $0.02 million and $0.36 million, respectively. For the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) through September 30, 2016, we accrued for offering costs of $0.39 million and $0.39 million, respectively.$7.49 million.

Interest and credit facility expenses for the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) through September 30, 2016 were $0.44 million and $0.44 million, respectively, due to our entry into the Revolving Credit Facility.

In addition, our expenses for the three months ended September 30, 2016 and for the period from June 9, 2016 (inception) through September 30, 2016 consisted of $0.22 million and $0.22 million in professional fees, and $0.19 million and $0.19 million of other general and administrative expenses, respectively.

~~Net Unrealized Appreciation (Depreciation) on Investments~~

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to ~~“Critical~~“Note 2 “Significant Accounting Policies—~~Valuation of Portfolio Investments.”~~Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments ~~for the three and nine months ended September 30, 2017 and the three months ended September 30, 2016 and for the period from June 9 (inception) to September 30, 2016~~ were as follows:

   For the Three
Months Ended
September 30, 2017 For the Three
Months Ended
September 30, 2016 For the Nine
Months Ended
September��30, 2017 For the Period from
June 9, 2016
(inception) to
September 30,
2016
   ($ in millions)
Unrealized appreciation    $ 0.78 $ 0.04 $ 1.49 $ 0.04
Unrealized depreciation    (0.52 ) (0.03 ) (0.80 ) (0.03 )


Net change in unrealized appreciation (depreciation) on investments
   $ 0.26 $ 0.01 $ 0.69 $ 0.01


	For the Three Months Ended
	March 31, 2022			March 31, 2021
	($ in millions)
Unrealized appreciation	$	13.98		$	10.80
Unrealized depreciation		(6.16	)		(10.79	)
Net change in unrealized appreciation (depreciation) on investments	$	7.82		$	0.01

The change in unrealized appreciation (depreciation) on investments ~~for~~consisted of the ~~three and nine months ended September 30, 2017,~~following:


	For the Three Months Ended March 31, 2022
	($ in millions)
Portfolio Company:
Chase Industries, Inc. (dba Senneca Holdings)	$	12.53
Recipe Acquisition Corp. (dba Roland Foods)		0.40
Picture Head Midco LLC		0.32
Yasso, Inc.		0.28
Lithium Technologies, Inc.		0.19
Vantage Mobility International, LLC		(0.51	)
Wine.com, LLC		(0.69	)
Diligent Corporation		(0.91	)
Doxim, Inc.		(0.91	)
Other, net(1)		(1.22	)
Zep Inc.		(1.66	)
Total	$	7.82


(1)	Includes gross unrealized appreciation of $0.27 million and gross unrealized depreciation of $(1.49) million.

Net change in unrealized appreciation (depreciation) in our investments for the three months ended ~~September 30, 2016~~March 31, 2022 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned amendment of Chase Industries, Inc. (dba Senneca Holdings).

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	For the Three Months Ended March 31, 2021
	($ in millions)
Portfolio Company:
Other, net(1)	$	5.78
Odyssey Logistics & Technology Corporation		1.36
SMB Shipping Logistics, LLC (dba Worldwide Express)		0.90
Yasso, Inc.		0.84
Empirix, Inc.		0.76
Smarsh, Inc.		0.67
Wine.com, LLC		(0.26	)
Recipe Acquisition Corp. (dba Roland Foods)		(0.44	)
CorePower Yoga LLC		(0.63	)
Fenergo Finance 3 Limited		(1.24	)
Wrike, Inc.		(7.73	)
Total	$	0.01


(1)	Includes gross unrealized appreciation of $6.27 million and gross unrealized depreciation of $(0.49) million.

Net change in unrealized appreciation (depreciation) in our investments for the ~~period from June 9, 2016 (inception) to September 30, 2016 consisted~~three months ended March 31, 2021 was primarily driven by the reversal of unrealized appreciation in connection with the ~~following:~~aforementioned sale of Wrike, Inc.

For the Three
Months Ended
September 30, 2017 For the Three
Months Ended
September 30, 2016 For the Nine
Months Ended
September 30, 2017 For the Period from
June 9, 2016
(inception) to
September 30, 2016
($ in millions)
Portfolio Company:
American Dental Partners, Inc. $ 0.03 $ – $ 0.01 $ –
Association Member Benefits Advisors, LLC (0.01 ) – (0.05 ) –
Clinical Supplies Management Holdings, Inc. (0.02 ) – 0.03 –
Continuum Managed Services, LLC (0.03 ) – (0.04 ) –
Datacor Holdings, Inc. (0.04 ) (0.01 ) 0.04 (0.01 )
DuBois Chemicals, Inc. (0.01 ) – 0.23 –
Global Healthcare Exchange, LLC – 0.04 (0.37 ) 0.04
Granicus, Inc. (0.01 ) – 0.03 –
Greenskies Renewable Energy, LLC – (0.01 ) 0.02 (0.01 )
Market Track, LLC (0.02 ) – (0.03 ) –
MyON, LLC 0.02 – 0.01 –
National Spine and Pain Centers, LLC (0.02 ) – (0.02 ) –
Netvoyage Corporation 0.02 – 0.01 –
PPC Industries, Inc. (0.04 ) – 0.10 –
Procare Software, LLC 0.15 – 0.16 –
Recipe Acquisition Corp. 0.08 (0.01 ) 0.10 (0.01 )
Regulatory DataCorp, Inc. 0.03 – 0.02 –
SF Home Décor, LLC (0.03 ) – (0.03 ) –
Smarsh, Inc. (0.02 ) – (0.03 ) –
SMB Shipping Logistics, LLC – – (0.02 ) –
Vantage Mobility International, LLC (0.02 ) – – –
Xactly Corporation (0.02 ) – (0.02 ) –
Yasso, Inc. (0.14 ) – (0.15 ) –
You Fit, LLC (0.04 ) – 0.30 –
Zep, Inc. 0.44 – 0.44 –
Other, net (0.04 ) – (0.05 ) –

Total
$ 0.26 $ 0.01 $ 0.69 $ 0.01

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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~~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,~~Unitholders, we may enter into credit facilities in addition to ~~our existing credit facilities,~~the JPM Revolving Credit Facility, 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 ~~2 to 1~~200% after such ~~borrowing.~~borrowing (or 150% if certain requirements are met). See “—Key Components of Operations—Leverage.” As of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the JPM Revolving Credit Facility) was ~~2.39 to 1~~300% and ~~2.61 to 1, respectively.~~290%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

~~As of September 30, 2017, we had cash of approximately $37.55 million, an increase of $33.69 million from December 31, 2016. In addition, as of September 30, 2017, we had an~~We may enter into investment commitments through signed commitment letters which may ultimately become investment transactions in ~~a money market fund managed by an affiliate of Group Inc. of less than $0.01 million. Cash used by operating activities~~the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the ~~nine months ended September 30, 2017 was approximately $305.22 million, primarily driven by net purchases~~purpose of ~~investments of $462.79 million~~planning our capital resources and other operating activities of $0.24 million, offset by net sales of investments in the affiliated money market fund of $138.31 million, and increase in Members’ Capital resulting from operations of $19.02 million. Cash provided by financing activities for the nine months ended September 30, 2017 was approximately $338.91 million, primarily driven by proceeds from the issuance of common Units of $195.65 million and net borrowings on debt of $159.00 million, partially offset by distributions paid of $15.09 million and other financing activities of $0.65 million.ongoing liquidity, including our financial leverage.

As of September 30, 2016, we had cash of approximately $2.88 million. In addition, as of September 30, 2016, we had an investment in a money market fund managed by an affiliate of Group Inc. of $153.00 million. Cash used by operating activities for the three months ended September 30, 2016 was approximately $298.09 million, primarily driven by purchases of investments of $146.12 million, net purchase of investments in the affiliated money market fund of $153.00 million, and decrease in net assets resulting from operations of $0.58 million, partially offset by proceeds from other operating activities of $1.61 million. Cash provided by financing activities for the period from June 9, 2016 (inception) to September 30, 2016 was approximately $300.97 million, primarily driven by proceeds from the issuance of common units of $164.88 and borrowings on debt of $137.50 million, partially offset by other financing activities of $1.41 million.

To the extent permissible under the risk retention rules and applicable provisions of the 1940 Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).

Credit Alternatives GP LLC (the “Initial Member”), an affiliate of our Investment Adviser, made a capital contribution to us of $100 on June 9, 2016 and served as our sole initial member. We cancelled the Initial Member’s interest in the Company on July 14, 2016. On May 6, 2016, 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 September 30, 2017, we~~ had aggregate capital commitments and undrawn capital commitments from investors as follows:

   September 30, 2017    December 31, 2016
   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    $ 1,097.43    $ 691.38    37%    $ 1,001.88    $ 791.49    21%


	March 31, 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	$	1,097.43	$	60.36		95	%	$	1,097.43	$	60.36		95	%

Unit Issue Date
   Units Issued Proceeds Received
($ in millions)
April 27, 2017    203,758 $ 20.01
April 28, 2017    535 0.05
May 26, 2017    444,153 43.90
June 29, 2017    441,837 43.90
August 21, 2017    557,806 54.87
September 28, 2017    332,027 32.92


Total capital drawdowns
   1,980,116 $ 195.65

Unit Issue Date    Units Issued
Proceeds Received
($ in millions)

July 14, 2016    310,360 $ 31.04
July 15, 2016    4,000 0.40
August 23, 2016    160,219 15.72
September 15, 2016    1,206,924 117.88
Total capital drawdowns    1,681,503 $ 165.04

3742

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We did not issue a capital drawdown for the three months ended March 31, 2022 and 2021.

Contractual Obligations

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. ~~Either~~Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. ~~Generally, either~~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 ~~September 30, 2017:~~March 31, 2022:

   Payments Due by Period ($ in millions)
   Total    Less Than
1 Year    1 – 3 Years    3 – 5 Years    More Than
5 Years
Revolving Credit Facility    $ 289.00    $ 289.00    $         –    $         –    $         –

Payments Due by Period ($ in millions)

Total

Less Than
1 Year

1 – 3
Years

3 – 5
Years

More Than
5 Years

JPM Revolving Credit Facility(1)

$
247.44

$
—

$
247.44

$
—

$
—

(1)
The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2022, the Company had outstanding borrowings denominated in USD of $219.89 million and in Euros (EUR) of 24.90 million. As of December 31, 2021, the Company had outstanding borrowings denominated in USD of $278.89 million and in EUR of 24.90 million.

JPM Revolving Credit Facility

WeOn November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly-owned subsidiary, entered into athe JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and we serve as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on ~~July 18, 2016 with Bank of America, N.A. as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer~~August 17, 2018, December 10, 2018, February 22, 2019, April 3, 2020, August 26, 2020, November 23, 2020, June 21, 2021 and ~~a lender.~~January 28th, 2022.

~~On March 3, 2017, we amended~~Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to ~~among~~either (x) the three-month LIBOR (or other ~~things:~~

~~temporarily increase~~listed offered rate, depending upon the ~~maximum committed principal amount~~currency of ~~the Revolving Credit Facility by $100.00 million to $350.00 million, with such temporary increase expiring on December 29, 2017~~borrowing) in effect or ~~earlier pursuant~~(y) a rate per annum equal to the ~~terms~~greater of ~~the Revolving Credit Facility; and~~

increase the interest rate on obligations under the Revolving Credit Facility to either (1) the prevailing LIBOR for one, two, three or six months plus 3.00% per annum (increased from 2.25% per annum) or (2) an alternate base rate (the greater of(i) the prime rate of JPM in effect on such ~~commercial bank,~~day and (ii) the ~~federal funds rate~~Federal Funds Effective Rate in effect on such day plus 0.50%,; and, ~~LIBOR~~with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, in each case, plus the applicable margin. The applicable margin is 3.25% per annum. SPV initially paid a commitment fee of 1.00%~~) plus 2.00%~~ per annum ~~(increased~~(or 0.50% per annum during the first nine months from ~~1.25% per annum).~~

~~The maximum principal~~the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.

The JPM Revolving Credit Facility is ~~$350.00 million as~~a multicurrency facility. As of ~~September 30, 2017, of which $289.00 million was drawn as of September 30, 2017, subject to availability~~March 31, 2022, the total commitments under the “Borrowing Base.” 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. We have the ability to increase the maximum principal amount of theJPM Revolving Credit Facility ~~up to $750.00 million, subject to increasing commitments of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The~~were $248.93 million. All amounts outstanding under the JPM Revolving Credit Facility ~~will mature on July 17, 2018,~~must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the ~~Administrative Agent and~~administrative agent at such time.

SPV’s obligations to the ~~extending~~ lenders ~~and certain other conditions.~~

We have the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. We pay a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the ~~Revolving Credit Facility.~~

~~The Revolving Credit Facility is~~ secured by a ~~perfected~~ first priority security interest in ~~the unfunded capital commitments~~all of ~~our investors (with certain exceptions)~~SPV’s portfolio of investments and ~~the proceeds thereof, including assignment~~cash. The obligations 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,SPV under the JPM Revolving Credit Facility are non-recourse to us, and our exposure under the ~~lenders can directly require investors~~JPM Revolving Credit Facility is limited to ~~fund their capital commitments, but lenders cannot seek recourse against a unitholder~~the value of our investment in ~~excess of such unitholder’s obligation~~SPV.

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to ~~contribute capital to us.~~

comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary ~~representations, warranties,~~events of default for similar financing transactions, including if a change of control of SPV occurs or if we are no longer the portfolio manager of SPV. Upon the occurrence and ~~affirmative~~during the continuation of an event of default, JPM may declare the outstanding advances and ~~negative covenants, including without limitation, treatment as a RIC~~all other obligations under the ~~Code and as a BDC under the Investment Company Act and restrictions on certain operations, including without limitation, certain distributions. The~~JPM Revolving Credit Facility ~~includes customary conditions precedent~~immediately due and payable.

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Off-Balance Sheet Arrangements

We may become a party to ~~draw-down~~investment commitments and to financial instruments with off-balance sheet risk in the normal course of ~~loans~~our business to fund investments and ~~customary events~~to meet the financial needs of ~~default. We are~~our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in ~~compliance with these covenants.~~excess of the amount recognized in the balance sheet. As of March 31, 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:


	As of
	March 31, 2022		December 31, 2021
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	14.57	$	17.31
Total	$	14.57	$	17.31

HEDGING

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 isare 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 ~~staff no-action letter (the “BDC CFTC No-Action Letter”)~~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, ~~the BDC~~ CFTC ~~No-Action Letter~~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 ~~the BDC~~ CFTC ~~No-Action Letter. As of September 30, 2017, no hedging arrangements were used.~~Rule 4.5.

~~OFF-BALANCE SHEET ARRANGEMENTS~~RECENT DEVELOPMENTS

We may become a party 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 September 30, 2017, we believed that we had adequate financial resources to satisfy our unfunded commitments. As of September 30, 2017 and December 31, 2016 our unfunded commitments to provide funds to portfolio companies were as follows:

   As of
   September 30,
2017 December 31,
2016
   (in millions)
Unfunded Commitments
First Lien/Senior Secured Debt    $ 17.23 $ 10.64


Total
   $ 17.23 $ 10.64

As of ~~September 30, 2017, we had aggregate Commitments~~the date of this report, the BDC Investment Committee (as defined below) consisted of the following voting members: Alex Chi, Michael Mastropaolo, David Miller, James Reynolds, Kevin Sterling, Jordan Walter, and ~~undrawn Commitments~~David Yu, along with members from ~~investors~~Goldman Sachs’s Compliance, Legal, Tax, and Controllers divisions: Josh Bouaziz, Hristo Dimitrov, Craig Farber, and Stanley Matuszewski.

We will pay a $65.00 million distribution to Unitholders as ~~follows:~~

September 30, 2017
Capital
Commitments
($ in millions) Unfunded
Capital
Commitments
($ in millions) % of Capital
Commitments
Funded
Common Units $ 1,097.43 $ 691.38 37%

~~RECENT DEVELOPMENTS~~

~~On October 23, 2017, we delivered a capital drawdown notice to our investors relating to the sale~~ of ~~approximately 900,334 shares of common Units for an aggregate offering price of approximately $87,794. The common Units were issued on October 30, 2017.~~

On October 31, 2017, our Board of Directors declared a distribution equal to an amount up to our taxable earnings per unit, including net investment income (if positive) for the period October 1, 2017 through December 31, 2017,record date May 11, 2022 payable on or about ~~January 23, 2018 to unitholders of record as of December 29, 2017.~~May 30, 2022.

CRITICAL ACCOUNTING POLICIES

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. ~~In addition to the discussion below,~~

For a description of our critical accounting policies, ~~are further described in the notes to the consolidated financial statements.~~

~~Valuation of Portfolio Investments~~

As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, at all times consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 820,~~Fair Value Measurement and Disclosures~~ ~~(“ASC 820”). Our valuation procedures are described in more detail below.~~

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

~~The three-level hierarchy for fair value measurement is defined 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 type of financial instruments in this category includes 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.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.

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 by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:

~~(1)~~

Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment;

~~(2)~~

Our Board of Directors 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 our Investment Adviser 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 our Board of Directors or the Audit Committee. 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 our Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to our Investment Adviser’s valuations to ensure our Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Sub-Committee of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process;

~~(4)~~

~~The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;~~

~~(5)~~

The Audit Committee of our Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, our Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and

~~(6)~~

Our Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of our investments in good faith, based on the input of our Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

When our NAV is determined other than on a quarter-end (such as in connection with issuances of Units on dates occurring mid-quarter), it is determined by our Investment Adviser, acting under delegated authority from, and subject to the supervision of, our Board of Directors and in accordance with procedures adopted by our Board of Directors.

~~Investment Transactions and Related Investment Income~~

We record our investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments are recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.

Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.

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. For additional information, 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.

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41ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may also invest in newly-issued debt securities that are sold by issuers with an OID to par value of 1% to 3%, although we do not expect OID securities to comprise a material portion of our portfolio. To the extent we purchase such new issues with OID, the discounts will be accreted over the life of the securities, as required under GAAP. Loan origination fees, OID and market discounts or premiums are capitalized, and we accrete or amortize such amounts into income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.

~~Non-Accrual Status~~

Loans or debt securities are placed on non-accrual status when it is probable that principal or interest will not be collected according to contractual terms. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, principal and interest 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.

~~Distribution Policy~~

We intend to pay quarterly distributions to our unitholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods.

We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ending December 31, 2016. To qualify and maintain our status as a RIC, we must, among other things, timely distribute to our unitholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our unitholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The distributions we pay to our unitholders in a year may exceed our 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 specific tax characteristics of our distributions will be reported to unitholders after the end of the calendar year. Unitholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.

~~Federal Income Taxes~~

As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our unitholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our unitholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. We generally will be required to pay such U.S. federal excise tax if our distributions during a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

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 ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, on a fair value basis, approximately ~~2.6%~~0.9% and ~~8.7%~~0.8%, ~~respectively,~~ of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately ~~97.4%~~99.1% and ~~91.3%~~99.2%, ~~respectively,~~ of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility 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 ~~September 30, 2017~~March 31, 2022 balance sheet, 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:

Total Cashflow Sensitivities
   Interest
Income    Interest
Expense    Total
Up 300 basis points    17.26    (8.09 )    9.17
Up 200 basis points    11.51    (5.39 )    6.12
Up 100 basis points    5.76    (2.70 )    3.06
Up 75 basis points    4.31    (2.02 )    2.29
Up 50 basis points    2.88    (1.35 )    1.53
Up 25 basis points    1.44    (0.68 )    0.76
Down 25 basis points    (1.38 )    0.67    (0.71 )
Down 50 basis points    (1.60 )    1.35    (0.25 )
Down 75 basis points    (1.59 )    2.02    0.43
Down 100 basis points    (1.60 )    2.70    1.10
Down 200 basis points    (1.59 )    3.32    1.73
Down 300 basis points    (1.59 )    3.32    1.73


As of March 31, 2022 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	14.91		$	(5.65	)	$	9.26
Up 200 basis points		9.54			(3.77	)		5.77
Up 100 basis points		4.18			(1.88	)		2.30
Up 75 basis points		2.84			(1.41	)		1.43
Up 50 basis points		1.60			(0.94	)		0.66
Up 25 basis points		0.74			(0.47	)		0.27
Down 25 basis points		(0.12	)		0.47			0.35
Down 50 basis points		(0.20	)		0.94			0.74
Down 75 basis points		(0.24	)		1.41			1.17
Down 100 basis points		(0.26	)		1.81			1.55
Down 200 basis points		(0.26	)		1.81			1.55
Down 300 basis points		(0.26	)		1.81			1.55

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.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

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ITEM 4. CONTROLS AND PROCEDURES

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 ~~Chief~~co-Chief Executive ~~Officer~~Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our ~~Chief~~co-Chief Executive ~~Officer~~Officers and Chief Financial Officer have concluded that our ~~current~~ disclosure controls and procedures ~~are~~were effective ~~in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.~~as of March 31, 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 March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

~~PART II – OTHER INFORMATION~~

Item 1. Legal Proceedings.

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.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. ~~There~~Except as set forth below, there have been no material changes to the risk factors previously reported under Item ~~1A:~~1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, ~~2016,~~2021, which was filed with the SEC on ~~February 28, 2017.~~March 4, 2022. Additional risks and uncertainties not currently known to ~~the Company~~us or that itwe currently ~~deems~~deem to be immaterial may materially affect ~~its~~our business, financial condition and/or operating results.

Market Developments and General Business Environment

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.

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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.

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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.

Legal and Regulatory

Our ability to enter into transactions with our affiliates is restricted.

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 our 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 order will be obtained or that one will be obtained at all.

Our Business and Structure

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 (“BDC Investment 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 in the future, that have investment mandates that are similar, in whole

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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, it will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. 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.”

Our Investments

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. 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.

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The U.S. Federal Reserve raised interest rates in March 2022, the first rate increase since 2018, and suggested additional interest rate increases throughout 2022. 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, 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. The fair value of assets that are not publicly traded or whose market prices are not readily available are determined in good faith under procedures adopted by our Board of Directors. Our Board of Directors 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 the Management Fee is based in part on our gross 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 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 a compliance date of September 8, 2022. We will continue to review the new rule and its impact on us and our valuation policies.

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

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~The following table summarizes the total Units issued and proceeds received related to~~

We did not issue a capital ~~drawdowns delivered pursuant to the Subscription Agreements~~drawdown for the three months ended ~~September 30, 2017:~~March 31, 2022 and 2021.

Unit Issue Date Units Issued
Proceeds Received
($ in millions)

August 21, 2017 557,806 54.87
September 28, 2017 332,027 32.92
Total capital drawdowns
889,833 $ 87.79

Each of the above issuances and sales of the common Units was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common Units was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of Units sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common Units for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuance and sale.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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.

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INDEX TO EXHIBITS


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. 000-55660), filed on July 13, 2016).

3.2		~~Second~~Third Amended and Restated Limited Liability Company Agreement dated ~~November 1, 2016~~December 16, 2021 (incorporated by reference to Exhibit ~~3.2~~3.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q~~8-K (File No. ~~000-55660)~~814-01215), filed on ~~November 3, 2016)~~December 20, 2021).

~~31.1~~ 31.1*		Certification of ~~Chief~~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~~ 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~~2002..

32 32.1*		Certification of ~~Chief~~Co-Chief Executive Officer ~~and~~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.

* Filed herewith.

4552

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SIGNATURES

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.


	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC

Date: ~~November 2, 2017~~May 10, 2022	/s/ ~~Brendan McGovern~~Alex Chi
	~~Brendan McGovern~~	~~Chief~~	Name: Alex Chi
	Title: Co-Chief Executive Officer and ~~President~~Co-President
	(~~Principal~~Co-Principal Executive Officer)

Date: ~~November 2, 2017~~May 10, 2022	/s/ ~~Jonathan Lamm~~David Miller
	~~Jonathan Lamm~~		Name: David Miller
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)

Date: May 10, 2022	/s/ Carmine Rossetti
	Name: Carmine Rossetti
	Title: Chief Financial Officer and Treasurer ~~(Principal~~ (Principal Financial Officer)

4653


	September 30, 2017 (Unaudited)			December 31, 2016
Assets

Non-controlled/non-affiliated investments, at fair value (cost of $663,426 and $199,182, respectively)	$	664,370		$	199,436
Investments in affiliated money market fund (cost of $1 and $138,311, respectively)		1			138,311
Cash		37,553			3,863
Receivable for common units sold		2,435			–
Interest and dividends receivable from non-controlled/non-affiliated investments		2,594			645
Deferred financing costs		784			1,351
Deferred offering costs		–			859
Other assets		17			–

Total assets	$	707,754		$	344,465


Liabilities

Debt	$	289,000		$	130,000
Interest and other debt expenses payable		615			188
Management fees payable		1,351			698
Incentive fees payable		3,736			–
Distribution payable		9,962			2,998
Accrued offering costs		–			285
Accrued organization costs		–			115
Directors’ fees payable		27			–
Accrued expenses and other liabilities		1,007			740

Total liabilities	$	305,698		$	135,024

Commitments and Contingencies (Note 7)

Members’ Capital

Preferred units (0 units issued and outstanding)	$	–		$	–
Common units (4,123,094 and 2,142,978 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)		405,176			209,521
Accumulated net realized gain (loss)		(11	)		–
Accumulated undistributed net investment income (distributions in excess of net investment income)		(4,053	)		(334	)
Net unrealized appreciation (depreciation) on investments		944			254

TOTAL MEMBERS’ CAPITAL	$	402,056		$	209,441

TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	707,754		$	344,465


Net asset value per unit	$	97.51		$	97.73


	For the nine months ended September 30, 2017			For the period from June 9, 2016 (inception) to September 30, 2016
Increase (decrease) in Members’ Capital resulting from operations:
Net investment income (loss)	$	18,336		$	(596	)
Net realized gain (loss) on investments		(11	)		–
Net change in unrealized appreciation (depreciation) on investments		690			12

Net increase (decrease) in Members’ Capital resulting from operations	$	19,015		$	(584	)


Distributions to unitholders from:
Net investment income	$	(22,055	)	$	–

Total distributions to unitholders	$	(22,055	)	$	–


Capital transactions:
Issuance of units (1,980,116 and 1,681,503 units, respectively)	$	195,655		$	165,039

Net increase in Members’ Capital resulting from capital transactions	$	195,655		$	165,039


TOTAL INCREASE (DECREASE) IN MEMBERS’ CAPITAL	$	192,615		$	164,455


Members’ Capital at beginning of period	$	209,441		$	–

Members’ Capital at end of period	$	402,056		$	164,455

Accumulated undistributed net investment income (distributions in excess of net investment income)	$	(4,053	)	$	(596	)


Portfolio Company	Industry	Interest	Maturity		Par Amount		Cost			Fair Value

Investments at Fair Value – 165.24%#*

Corporate Debt – 163.52%

1st Lien/Senior Secured Debt – 45.65%
Clinical Supplies Management Holdings, Inc.^{(+++) (1)}	Containers & Packaging	L + 7.75% (1.00% Floor)		10/12/2021	$	23,979	$	23,568		$	23,559
Clinical Supplies Management Holdings, Inc.^{(1) (2) (3)}	Containers & Packaging	L + 7.75% (1.00% Floor)		10/12/2021		2,000		(33	)		(35	)
Continuum Managed Services LLC^{(+) (4)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2023		31,770		30,930			30,896
Continuum Managed Services LLC^{(2) (3) (4)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2023		2,658		(69	)		(73	)
Continuum Managed Services LLC^{(2) (3) (4)}	IT Services	L + 8.75% (1.00% Floor)		06/08/2022		3,280		(85	)		(90	)
Datacor Holdings, Inc.⁽¹⁾	Chemicals	9.50%		08/12/2022		14,000		13,761			13,755
FWR Holding Corporation⁽⁺⁺⁺⁺⁾	Hotels, Restaurants & Leisure	L + 6.00% (1.00% Floor)		08/21/2023		13,671		13,334			13,329
FWR Holding Corporation^{(+++) (2)}	Hotels, Restaurants & Leisure	L + 6.00% (1.00% Floor)		08/21/2023		1,764		442			441
FWR Holding Corporation^{(2) (3)}	Hotels, Restaurants & Leisure	L + 6.00% (1.00% Floor)		08/21/2019		4,410		(108	)		(110	)
Dade Bag & Paper Co. LLC^{(+) (1) (4)}	Distributors	L + 7.50% (1.00% Floor)		06/10/2024		16,359		16,043			16,032
Netvoyage Corporation^{(+) (1) (4)}	Software	L + 9.50% (1.00% Floor)		03/24/2022		12,527		12,297			12,308
Netvoyage Corporation^{(1) (2) (3) (4)}	Software	L + 9.50% (1.00% Floor)		03/24/2022		1,044		(19	)		(18	)
SF Home Décor, LLC^{(+++) (4)}	Household Products	L + 9.50% (1.00% Floor)		07/13/2022		31,205		30,298			30,269
Xactly Corporation^{(+) (4)}	Internet Software & Services	L + 7.25% (1.00% Floor)		07/29/2022		29,800		29,220			29,204
Xactly Corporation^{(2) (3) (4)}	Internet Software & Services	L + 7.25% (1.00% Floor)		07/29/2022		2,554		(49	)		(51	)
Yasso, Inc.^{(++) (1) (4)}	Food Products	L + 7.75% (1.00% Floor)		03/23/2022		14,428		14,163			14,139

Total 1st Lien/Senior Secured Debt								183,693			183,555

1st Lien/Last-Out Unitranche⁽⁵⁾ – 28.03%
Intelligent Document Solutions, Inc.^{(+++) (4)}	Diversified Financial Services	L + 8.25% (1.00% Floor)		08/31/2022		17,900		17,459			17,453
myON, LLC^{(+) (1) (4)}	Internet Software & Services	L + 8.50% (1.00% Floor)		02/17/2022		11,300		11,096			11,102
Smarsh, Inc.^{(+) (1) (4)}	Software	L + 7.88% (1.00% Floor)		03/31/2021		26,135		25,704			25,677
Vantage Mobility International, LLC^{(+) (1)}	Health Care Equipment & Supplies	L + 7.75% (1.00% Floor)		09/09/2021		25,111		24,692			24,672
You Fit, LLC^{(+++) (1)}	Diversified Consumer Services	L + 6.75% (1.00% Floor)		01/04/2022		34,500		33,509			33,810

Total 1st Lien/Last-Out Unitranche								112,460			112,714

2nd Lien/Senior Secured Debt – 89.01%
American Dental Partners, Inc.^{(+++) (1) (4)}	Health Care Providers & Services	L + 8.50% (1.00% Floor)		09/25/2023		13,600		13,283			13,294
Association Member Benefits Advisors, LLC^{(+) (1)}	Insurance	L + 8.75% (1.00% Floor)		06/08/2023		28,000		27,492			27,440
Country Fresh Holdings, LLC^{(+++) (4)}	Food Products	L + 8.75% (1.00% Floor)		10/02/2023		13,800		13,531			13,524
DuBois Chemicals, Inc.^{(+) (1) (4)}	Chemicals	L + 8.00% (1.00% Floor)		03/15/2025		20,000		19,570			19,800
ERC Finance, LLC^{(+) (4)}	Health Care Providers & Services	L + 8.00% (1.00% Floor)		09/21/2025		29,800		29,131			29,129
Granicus, Inc.^{(+++) (1)}	Software	L + 9.00% (1.00% Floor)		09/07/2023		25,500		25,044			25,054
Market Track, LLC^{(+) (1) (4)}	Internet Catalog & Retail	L + 7.75% (1.00% Floor)		06/05/2025		32,800		31,843			31,816
National Spine and Pain Centers, LLC^{(+++) (1) (4)}	Health Care Providers & Services	L + 8.25% (1.00% Floor)		12/02/2024		28,500		27,671			27,645
Oasis Outsourcing Holdings, Inc.^{(+) (4)}	Diversified Financial Services	L + 7.25% (1.00% Floor)		07/01/2024		33,580		33,088			33,076
PPC Industries Inc.^{(+++) (4)}	Containers & Packaging	L + 8.00% (1.00% Floor)		05/08/2025		13,300		13,172			13,267
Procare Software, LLC^{(+++) (1)}	Diversified Financial Services	L + 8.75% (1.00% Floor)		09/30/2022		35,000		34,331			34,475
Recipe Acquisition Corp.^{(+++) (1)}	Food Products	L + 9.00% (1.00% Floor)		12/01/2022		20,000		19,672			19,650
Regulatory DataCorp, Inc.^{(+) (1)}	Diversified Financial Services	L + 9.00% (1.00% Floor)		09/21/2023		15,000		14,732			14,738
SMB Shipping Logistics, LLC^{(++++) (1) (4)}	Air Freight & Logistics	L + 8.75% (1.00% Floor)		02/03/2025		20,000		19,717			19,700
Zep Inc.^{(+) (4)}	Chemicals	L + 8.25% (1.00% Floor)		08/11/2025		35,700		34,813			35,254

Total 2nd Lien/Senior Secured Debt								357,090			357,862

Unsecured Debt – 0.83%
Recipe Acquisition Corp.⁽¹⁾	Food Products	13.25% PIK		12/21/2022		3,400		3,333			3,340

Total Unsecured Debt								3,333			3,340

Total Corporate Debt								656,576			657,471


Portfolio Company	Industry	Coupon	Shares		Cost		Fair Value

Preferred Stock – 0.66%
Datacor Holdings, Inc.^{(1) (6) (7)}	Chemicals			1,000,000	$	1,000	$	1,030
Recipe Acquisition Corp.^{(1) (6)}	Food Products	11.00% PIK		1,600		1,496		1,640

Total Preferred Stock						2,496		2,670

Common Stock – 1.03%
Continuum Managed Services LLC – Class A^{(1) (4) (6)}	IT Services			1,079		1,079		1,079
Continuum Managed Services LLC – Class B^{(1) (4) (6)}	IT Services			731,623		11		11
myON, LLC^{(1) (4) (6)}	Internet Software & Services			24,131		900		900
National Spine and Pain Centers, LLC^{(1) (4) (6)}	Health Care Providers & Services			900		900		900
Yasso, Inc.^{(1) (4) (6)}	Food Products			1,360		1,360		1,233

Total Common Stock						4,250		4,123

Portfolio Company	Industry		Units		Cost		Fair Value

Warrants – 0.03%
Recipe Acquisition Corp.^{(1) (6)}	Food Products			44	$	104	$	106

Total Warrants						104		106

		Yield	Shares		Cost		Fair Value

Investments in Affiliated Money Market Fund – 0.00% # *
Goldman Sachs Financial Square Government Fund – Institutional Shares⁽⁸⁾		0.91%⁽⁸⁾		822	$	1	$	1

Total Investments in Affiliated Money Market Fund						1		1

TOTAL INVESTMENTS – 165.24%					$	663,427	$	664,371

LIABILITIES IN EXCESS OF OTHER ASSETS – (65.24%)							$	(262,315	)

MEMBERS’ CAPITAL – 100.00%							$	402,056


Level 3	Beginning Balance as of January 1, 2017		Purchases⁽¹⁾		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾			Net Amortization of Premium/ Discount		Transfers In		Transfers Out		Ending Balance as of September 30, 2017
1st Lien/Senior Secured Debt	$	43,554	$	180,173	$	(11	)	$	(63	)	$	(40,725	)	$	627	$	–	$	–	$	183,555
1st Lien/Last-Out Unitranche		23,520		92,609		–			278			(3,940	)		247		–		–		112,714
2nd Lien/Senior Secured Debt		126,430		210,618		–			(23	)		(15,000	)		583		–		–		322,608
Unsecured Debt		3,332		–		–			7			–			1		–		–		3,340
Preferred Stock		2,500		–		–			170			–			–		–		–		2,670
Common Stock		–		4,250		–			(127	)		–			–		–		–		4,123
Warrants		100		–		–			6			–			–		–		–		106
Total assets	$	199,436	$	487,650	$	(11	)	$	248		$	(59,665	)	$	1,458	$	–	$	–	$	629,116


Level 3	Beginning Balance as of June 9, 2016 (Inception)		Purchases⁽¹⁾		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)⁽²⁾			Sales and Settlements⁽¹⁾		Net Amortization of Premium/ Discount		Transfers In		Transfers Out		Ending Balance as of September 30, 2016
1st Lien/Senior Secured Debt	$	–	$	33,320	$	–	$	(14	)	$	–	$	14	$	–	$	–	$	33,320
1st Lien/Last-Out Unitranche		–		23,520		–		–			–		–		–		–		23,520
2nd Lien/Senior Secured Debt		–		73,500		–		(10	)		–		10		–		–		73,500
Preferred Stock		–		1,000		–		–			–		–		–		–		1,000
Total assets	$	–	$	131,340	$	–	$	(24	)	$	–	$	24	$	–	$	–	$	131,340


	Three months ended September 30, 2017		Three months ended September 30, 2016			Nine months ended September 30, 2017		For the period from June 9, 2016 (inception) to September 30, 2016
Borrowing Interest Expense	$	2,608	$	139		$	4,811	$	139
Facility fees		70		118			324		118
Amortization of financing costs		302		180			847		180
Total	$	2,980	$	437		$	5,982	$	437
Weighted average interest rate		4.30%		2.96%			4.10%		2.96%
Average outstanding balance	$	240,853	$	22,860	*	$	156,756	$	22,860	*


	September 30, 2017							December 31, 2016
	Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾			Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
Clinical Supplies Management Holdings, Inc.		–	$	–	$	–			04/12/2018	$	8,640	$	(173	)
Continuum Managed Services LLC		06/08/2019		2,658		(73	)		–		–		–
FWR Holding Corporation		08/21/2019		4,410		(110	)		–		–		–
Clinical Supplies Management Holdings, Inc.		10/12/2021		2,000		(35	)		10/12/2021		2,000		(40	)
Netvoyage Corporation		03/24/2022		1,044		(18	)		–		–		–
Continuum Managed Services LLC		06/08/2022		3,280		(90	)		–		–		–
Xactly Corporation		07/29/2022		2,554		(51	)		–		–		–
FWR Holding Corporation		08/21/2023		1,279		(32	)		–		–		–
Total 1st Lien/Senior Secured Debt			$	17,225	$	(409	)			$	10,640	$	(213	)
Total			$	17,225	$	(409	)			$	10,640	$	(213	)


Unit Issue Date	Units Issued		Proceeds Received
April 27, 2017		203,758	$	20,013
April 28, 2017		535		53
May 26, 2017		444,153		43,897
June 29, 2017		441,837		43,897
August 21, 2017		557,806		54,872
September 28, 2017		332,027		32,923
Total capital drawdowns		1,980,116	$	195,655


	For the nine months ended September 30, 2017			For the period from June 9, 2016 (inception) to September 30, 2016
Per Unit Data:⁽¹⁾
NAV, beginning of period	$	97.73		$	100.00
Net investment income (loss)		6.77			(1.35	)
Net realized and unrealized gains (losses)		(0.15	)⁽²⁾		(0.85	)

Net increase (decrease) in net assets resulting from operations		6.62			(2.20	)

Distributions declared from net investment income⁽³⁾		(6.84	)		–

Total increase (decrease) in net assets		(0.22	)		(2.20	)

NAV, end of period	$	97.51		$	(97.80	)


Units outstanding, end of period		4,123,094			1,681,503
Weighted average units outstanding		2,708,267			442,016
Total return based on NAV⁽⁴⁾		6.77%			(2.20)%

Ratio/Supplemental Data (all amounts in thousands except ratios):
Members’ Capital, end of period	$	402,056		$	164,455
Ratio of net expenses to average Members’ Capital⁽⁵⁾		7.12%			11.28%
Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital⁽⁵⁾		2.69%			8.94%
Ratio of interest and other debt expenses to average Members’ Capital⁽⁵⁾		3.02%			3.24%
Ratio of incentive fees to average Members’ Capital⁽⁵⁾		1.41%			–%
Ratio of total expenses to average Members’ Capital⁽⁵⁾		7.12%			12.18%
Ratio of net investment income (loss) to average Members’ Capital⁽⁵⁾		9.91%			(2.25)%
Average debt outstanding	$	156,756		$	22,860
Average debt per unit⁽⁶⁾	$	57.88		$	51.72
Portfolio turnover		14%			–%


	For the Three Months Ended
	September 30, 2017		September 30, 2016
	*(in millions)*
New investment commitments at cost:
Gross originations	$	210.79	$	146.12
Less: Syndications⁽¹⁾		–		–

Net amount of new investments committed at cost:	$	210.79	$	146.12
Amount of investments committed at cost⁽²⁾:
First Lien/Senior Secured Debt	$	81.71	$	33.32
First Lien/Last-Out Unitranche		18.54		23.52
Second Lien/Senior Secured Debt		110.54		88.28
Unsecured Debt		–		–
Preferred Stock		–		1.00
Common Stock		–		–
Warrants		–		–

Total	$	210.79	$	146.12

Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	11.67	$	–
First Lien/Last-Out Unitranche		0.07		–
Second Lien/Senior Secured Debt		–		–
Unsecured Debt		–		–
Preferred Stock		–		–
Common Stock		–		–
Warrants		–		–

Total	$	11.74	$	–

Net increase (decrease) in portfolio	$	199.05	$	146.12

Number of new investment commitments in new portfolio companies⁽³⁾		8		8
Total new investment commitment amount in new portfolio companies⁽³⁾	$	209.70	$	146.12
Average new investment commitment amount in new portfolio companies⁽³⁾	$	26.21	$	18.27
Number of new investment commitments in existing portfolio companies⁽³⁾		1		–
Total new investment commitment amount in existing portfolio companies⁽³⁾	$	1.09	$	–
Weighted average remaining term for new investment commitments (in years)⁽³⁾⁽⁴⁾		6.3		5.8
Percentage of new debt investment commitments at floating interest rates⁽³⁾		100.0%		87.5%
Percentage of new debt investment commitments at fixed interest rates⁽³⁾		–%		12.5%
Weighted average yield on new debt and income producing investment commitments^{(2) (3) (5)}		9.8%		10.3%
Weighted average yield on new investment commitments^{(2) (3) (6)}		9.8%		10.2%
Weighted average yield on debt and income producing investments sold or paid down⁽⁷⁾		10.7%		N/A
Weighted average yield on investments sold or paid down⁽⁸⁾		10.7%		N/A


	For the Three Months Ended September 30, 2017			For the Three Months Ended September 30, 2016			For the Nine Months Ended September��30, 2017			For the Period from June 9, 2016 (inception) to September 30, 2016
	*($ in millions)*
Unrealized appreciation	$	0.78		$	0.04		$	1.49		$	0.04
Unrealized depreciation		(0.52	)		(0.03	)		(0.80	)		(0.03	)

Net change in unrealized appreciation (depreciation) on investments	$	0.26		$	0.01		$	0.69		$	0.01


	September 30, 2017						December 31, 2016
	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	$	1,097.43	$	691.38		37%	$	1,001.88	$	791.49		21%


Unit Issue Date	Units Issued	Proceeds Received ($ in millions)
April 27, 2017	203,758	$	20.01
April 28, 2017	535		0.05
May 26, 2017	444,153		43.90
June 29, 2017	441,837		43.90
August 21, 2017	557,806		54.87
September 28, 2017	332,027		32.92

Total capital drawdowns	1,980,116	$	195.65


	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Revolving Credit Facility	$	289.00	$	289.00	$	–	$	–	$	–


	As of
	September 30, 2017		December 31, 2016
	*(in millions)*
Unfunded Commitments
First Lien/Senior Secured Debt	$	17.23	$	10.64

Total	$	17.23	$	10.64


Total Cashflow Sensitivities	Interest Income			Interest Expense			Total
Up 300 basis points		17.26			(8.09	)		9.17
Up 200 basis points		11.51			(5.39	)		6.12
Up 100 basis points		5.76			(2.70	)		3.06
Up 75 basis points		4.31			(2.02	)		2.29
Up 50 basis points		2.88			(1.35	)		1.53
Up 25 basis points		1.44			(0.68	)		0.76
Down 25 basis points		(1.38	)		0.67			(0.71	)
Down 50 basis points		(1.60	)		1.35			(0.25	)
Down 75 basis points		(1.59	)		2.02			0.43
Down 100 basis points		(1.60	)		2.70			1.10
Down 200 basis points		(1.59	)		3.32			1.73
Down 300 basis points		(1.59	)		3.32			1.73


Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
August 21, 2017		557,806		54.87
September 28, 2017		332,027		32.92
Total capital drawdowns		889,833	$	87.79