0001772704Investment 1st Lien/Senior Secured Debt - 206.50% Eptam Plastics, Ltd. Industry Health Care Equipment & Supplies Interest  Rate 9.67% Reference Rate and Spread S + 5.25% Maturity 12/06/252022-12-31

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

FORM10-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 June 30, 20192023

or

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:000-55660814-01307

Goldman Sachs Private Middle Market Credit II LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

83-3053002

Delaware

83-3053002

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

200 West Street, New York, New York

10282

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212)902-0300(312) 655-4419

Not Applicable

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

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  yesno     NO  X

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

Non-accelerated filer:X

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 Rule12b-2 of the Act). YES ☐ NO X

Securities registered pursuant to Section 12(b)As of August 8, 2023, there were 13,854,750 units of the Act: None

The number of the registrant’s limited liability companycompany's common units outstanding asoutstanding.


Table of August 1, 2019 was 1,155,852.Contents


GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

 INDEX

PAGE

Cautionary Statement Regarding Forward-Looking StatementsINDEX

PAGE

3

PART I

FINANCIAL INFORMATION

4

ITEM 1.

Financial Statements (Unaudited)

4

StatementConsolidated Statements of Financial Condition as of June 30, 2019 (Unaudited)

4

Consolidated Statements of Operations

Statement of Operation for period from April 11, 2019 (commencement of operations) to June 30, 2019 (Unaudited)

5

StatementConsolidated Statements of Changes in Members’Members' Capital for period from April 11, 2019 (commencement of operations) to June 30, 2019 (Unaudited)

6

StatementConsolidated Statements of Cash Flows for period from April 11, 2019 (commencement of operations) to June 30, 2019 (Unaudited)

7

ScheduleConsolidated Schedules of Investments as of June 30, 2019 (Unaudited)

8

Notes to the Consolidated Financial Statements (Unaudited)

9

25

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

44

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

37

56

ITEM 4.

Controls and Procedures

38

56

PART II

OTHER INFORMATION

57

ITEM 1.

Legal Proceedings

39

57

ITEM 1A.

Risk Factors

39

57

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

39

57

ITEM 3.

Defaults Upon Senior Securities

39

57

ITEM 4.

Mine Safety Disclosures

39

57

ITEM 5.

Other Information

39

57

ITEM 6.

Exhibits

Exhibits39

57

SIGNATURES

41

59

2


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” of Amendment No. 1 toin this report, in our Registration Statementannual report on Form 10, filed10-K for the year ended December 31, 2022 and in our quarterly report on June 21, 2019,Form 10-Q for the quarter ended March 31, 2023, 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 Form10-K, registration statements on Form N-2, quarterly reports on Form10-Q and current reports on Form8-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 1995which 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 Form10-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;

disruptions in the capital markets, market conditions, and general economic uncertainty;
changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

markets, including the effect of any pandemic or epidemic;

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 ourGoldman Sachs Asset Management, L.P. (the “Investment Adviser”), the investment adviser;

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

as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;

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

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

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

regulations, including the Inflation Reduction Act of 2022;

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

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

dollars;
the impact of elevated inflation and rising interest rates and the risk of recession 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.

3


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3


PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs Private Middle Market Credit II LLC

StatementConsolidated Statements of Financial Condition

(in thousands, except unit and per unit amounts)

  June 30, 2019
(unaudited)

 

June 30, 2023 (Unaudited)

 

 

December 31, 2022

 

Assets  

 

 

 

 

 

 

Investments, at fair value  

 

 

 

 

 

 

Non-controlled/non-affiliated investments (cost of $85,433)

  $85,368 
Investments in affiliated money market fund (cost of $659)   659 

Non-controlled/non-affiliated investments (cost of $2,700,568 and $2,691,993)

 

$

2,653,852

 

 

$

2,637,489

 

Non-controlled affiliated investments (cost of $17,977 and $10,576)

 

 

18,370

 

 

 

10,708

 

Total investments, at fair value (cost of $2,718,545 and $2,702,569)

 

 

2,672,222

 

 

 

2,648,197

 

Investments in affiliated money market fund (cost of $134,787 and $122,499)

 

 

134,787

 

 

 

122,499

 

Cash   77,595 

 

 

4,138

 

 

 

36,657

 

Receivable for common units sold   762 
Interest and dividends receivable fromnon-controlled/affiliated investments andnon-controlled/non-affiliated investments   226 

Interest and dividends receivable

 

 

25,969

 

 

 

32,763

 

Deferred financing costs   1,151 

 

 

5,975

 

 

 

7,215

 

Deferred offering costs   842 
Other assets   3 

 

 

2,147

 

 

 

2,680

 

  

 

Total assets  $166,606 

 

$

2,845,238

 

 

$

2,850,011

 

  

 

Liabilities  

 

 

 

 

 

 

Debt  $80,900 

 

$

1,501,687

 

 

$

1,465,196

 

Interest and other debt expenses payable   352 

 

 

27,647

 

 

 

24,117

 

Management fees payable   154 

 

 

4,683

 

 

 

4,598

 

Accrued offering costs   1,071 
Accrued organization costs   147 
Directors’ fees payable   19 

Incentive fees payable

 

 

42,029

 

 

 

33,111

 

Distribution payable

 

 

 

 

 

78,068

 

Accrued expenses and other liabilities   252 

 

 

4,891

 

 

 

4,411

 

  

 

Total liabilities  $82,895 

 

$

1,580,937

 

 

$

1,609,501

 

  

 

Commitments and Contingencies (Note 7)  
Members’ Capital  
Preferred units (0 units issued and outstanding)  $ 
Common units (849,211 units issued and outstanding as of June 30, 2019)   84,407 
Distributable earnings   (696
  

 

TOTAL MEMBERS’ CAPITAL  $83,711 
  

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL  $166,606 
  

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

Members’ capital

 

 

 

 

 

 

Preferred units (0 units issued and outstanding)

 

$

 

 

$

 

Common units (13,854,750 and 13,694,584 units issued and outstanding as of June 30, 2023 and December 31, 2022)

 

 

1,320,430

 

 

 

1,305,672

 

Distributable earnings (loss)

 

 

(56,129

)

 

 

(65,162

)

Total members’ capital

 

$

1,264,301

 

 

$

1,240,510

 

Total liabilities and members’ capital

 

$

2,845,238

 

 

$

2,850,011

 

Net asset value per unit  $98.58 

 

$

91.25

 

 

$

90.58

 

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

4


Table of Contents


Goldman Sachs Private Middle Market Credit II LLC

StatementConsolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

  For the period
from April 11,
2019
(commencement
of operations) to
June 30, 2019

 

For the Three Months Ended

 

 

For the Six Months Ended

 

Investment Income:  

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

June 30, 2022

 

Investment income:

 

 

 

 

 

 

 

 

 

 

 

Fromnon-controlled/non-affiliated investments:  

 

 

 

 

 

 

 

 

 

 

 

Interest income

  $374 

 

$

73,248

 

 

$

46,509

 

 

$

143,440

 

$

89,643

 

Payment-in-kind income

 

 

6,915

 

 

 

3,527

 

 

 

12,520

 

6,418

 

Other income

   5 

 

 

644

 

 

 

855

 

 

 

1,560

 

1,697

 

  

 

Total investment income fromnon-controlled/non-affiliated investments

   379 
Fromnon-controlled affiliated investments:  

 

 

 

 

 

 

 

 

 

 

 

Dividend income

   50 

 

 

1,967

 

 

 

 

 

 

3,129

 

 

  

 

Total investment income fromnon-controlled affiliated investments

   50 
  

 

Interest income

 

 

291

 

 

 

 

 

 

566

 

 

Other income

 

 

10

 

 

 

 

 

 

21

 

 

 

Total investment income  $429 

 

$

83,075

 

 

$

50,891

 

 

$

161,236

 

$

97,758

 

  

 

Expenses:  

 

 

 

 

 

 

 

 

 

 

 

Interest and other debt expenses

  $248 

 

$

29,966

 

 

$

14,992

 

 

$

59,039

 

$

27,141

 

Management fees

   154 

 

 

4,683

 

 

 

3,954

 

 

 

9,316

 

7,705

 

Offering costs

   239 

Organization expenses

   157 

Incentive fees

 

 

7,555

 

 

 

2,352

 

 

 

8,918

 

6,345

 

Professional fees

   118 

 

 

377

 

 

 

322

 

 

 

858

 

726

 

Administration, custodian and transfer agent fees

   107 

Directors’ fees

   19 

 

 

75

 

 

 

72

 

 

 

148

 

143

 

Other expenses

   18 
  

 

Other general and administrative expenses

 

 

668

 

 

 

633

 

 

 

1,390

 

 

1,249

 

Total expenses  $1,060 

 

$

43,324

 

 

$

22,325

 

 

$

79,669

 

$

43,309

 

  

 

NET INVESTMENT LOSS  $(631

Net investment income

 

$

39,751

 

 

$

28,566

 

 

$

81,567

 

$

54,449

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses):  

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) from:  

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

  $ 

 

$

(37,358

)

 

$

(5,325

)

 

$

(37,352

)

$

(5,325

)

Foreign currency transactions

 

 

10

 

 

 

(1

)

 

 

8

 

(1

)

Net change in unrealized appreciation (depreciation) from:  

 

 

 

 

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

   (65

 

 

41,125

 

 

 

(11,013

)

 

 

7,788

 

(14,528

)

  

 

Non-controlled affiliated investments

 

 

231

 

 

 

 

 

 

261

 

 

Foreign currency translations

 

 

(596

)

 

 

1,031

 

 

 

(982

)

 

1,453

 

Net realized and unrealized gains (losses)  $(65

 

$

3,412

 

 

$

(15,308

)

 

$

(30,277

)

$

(18,401

)

  

 

NET DECREASE IN MEMBERS’ CAPITAL RESULTING FROM OPERATIONS  $(696
  

 

Net investment loss per unit (basic and diluted)

  $(2.09

Earnings (loss) per unit (basic and diluted)

  $(2.31

(Provision) benefit for taxes on unrealized appreciation/depreciation on investments

 

 

(352

)

 

 

69

 

 

 

(757

)

 

(94

)

Net increase in members’ capital from operations

 

$

42,811

 

 

$

13,327

 

 

$

50,533

 

$

35,954

 

Weighted average units outstanding

   301,230 

 

 

13,750,906

 

 

 

10,414,230

 

 

 

13,722,900

 

10,355,771

 

Net investment income per unit (basic and diluted)

 

$

2.89

 

 

$

2.74

 

 

$

5.94

 

$

5.26

 

Earnings per unit (basic and diluted)

 

$

3.11

 

 

$

1.28

 

 

$

3.68

 

$

3.47

 

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

5


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5


Goldman Sachs Private Middle Market Credit II LLC

StatementConsolidated Statements of Changes in Members’ Capital

(in thousands, except unit and per unit amounts)

(Unaudited)

   For the period
from April 11,
2019
(commencement
of operations) to
June 30, 2019
Members’ Capital at beginning of period  $ 
Increase (decrease) in Members’ Capital resulting from operations:  

Net investment loss

  $(631

Net realized gain (loss)

    

Net change in unrealized appreciation (depreciation)

   (65
  

 

 

 

Net increase (decrease) in Members’ Capital resulting from operations  $(696
  

 

 

 

Distributions to Unitholders from:  

Distributable earnings

  $ 
  

 

 

 

Total distributions to Unitholders  $ 
  

 

 

 

Capital transactions:  

Issuance of units (849,211 units)

  $84,407 
  

 

 

 

Net increase in Members’ Capital resulting from capital transactions  $84,407 
  

 

 

 

TOTAL INCREASE (DECREASE) IN MEMBERS’ CAPITAL  $83,711 
  

 

 

 

Members’ Capital at end of period  $83,711 
  

 

 

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ capital at beginning of period

 

$

1,248,232

 

 

$

1,007,775

 

 

$

1,240,510

 

 

$

985,148

 

Increase in members’ capital from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

39,751

 

 

$

28,566

 

 

$

81,567

 

 

$

54,449

 

Net realized gain (loss)

 

 

(37,348

)

 

 

(5,326

)

 

 

(37,344

)

 

 

(5,326

)

Net change in unrealized appreciation (depreciation)

 

 

40,760

 

 

 

(9,982

)

 

 

7,067

 

 

 

(13,075

)

(Provision) benefit for unrealized appreciation/depreciation on investments

 

 

(352

)

 

 

69

 

 

 

(757

)

 

 

(94

)

Net increase in members’ capital from operations

 

$

42,811

 

 

$

13,327

 

 

$

50,533

 

 

$

35,954

 

Distributions to unitholders from:

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings

 

$

(41,500

)

 

$

(29,899

)

 

$

(41,500

)

 

$

(29,899

)

Total distributions to unitholders

 

$

(41,500

)

 

$

(29,899

)

 

$

(41,500

)

 

$

(29,899

)

Capital transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of units

 

$

14,758

 

 

$

103,307

 

 

$

14,758

 

 

$

103,307

 

Net increase in members’ capital from capital transactions

 

$

14,758

 

 

$

103,307

 

 

$

14,758

 

 

$

103,307

 

Total increase in members’ capital

 

$

16,069

 

 

$

86,735

 

 

$

23,791

 

 

$

109,362

 

Members’ capital at end of period

 

$

1,264,301

 

 

$

1,094,510

 

 

$

1,264,301

 

 

$

1,094,510

 

Distributions per unit

 

$

3.03

 

 

$

2.90

 

 

$

3.03

 

 

$

2.90

 

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

6


Table of Contents


Goldman Sachs Private Middle Market Credit II LLC

StatementConsolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

 

For the Six Months Ended

 

  For the period of
April 11, 2019
(commencement
of operations) to
June 30, 2019

 

June 30, 2023

 

 

June 30, 2022

 

 

 

 

 

 

 

Cash flows from operating activities:  

 

 

 

 

 

 

Net increase (decrease) in Members’ Capital resulting from operations:  $(696

Adjustments to reconcile net increase (decrease) in Members’ Capital resulting from operations to net cash provided by (used for) operating activities:

  

Net increase in members’ capital from operations:

 

$

50,533

 

 

$

35,954

 

Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:

 

 

 

 

 

 

Purchases of investments

   (89,377

 

 

(90,662

)

 

 

(404,540

)

Payment-in-kind interest capitalized

 

 

(11,544

)

 

 

(6,470

)

Investments in affiliated money market fund, net

   (659

 

 

(12,288

)

 

 

(1,047

)

Proceeds from sales of investments and principal repayments

   3,958 

 

 

53,962

 

 

 

67,404

 

Net realized (gain) loss on investments

    

Net realized (gain) loss

 

 

37,352

 

 

 

5,325

 

Net change in unrealized (appreciation) depreciation on investments

   65 

 

 

(8,049

)

 

 

14,528

 

Net change in unrealized (appreciation) depreciation on foreign currency transactions

 

 

(13

)

 

 

24

 

Amortization of premium and accretion of discount, net

   (14

 

 

(5,084

)

 

 

(4,547

)

Amortization of deferred financing costs

   69 

 

 

1,650

 

 

 

1,647

 

Amortization of deferred offering costs

   239 
Increase (decrease) in operating assets and liabilities:  

Change in operating assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in receivable for investments sold

 

 

 

 

 

(1,765

)

(Increase) decrease in receivable for common units sold

   (762

 

 

 

 

 

(629

)

(Increase) decrease in interest and dividends receivable

   (226

 

 

6,794

 

 

 

(8,473

)

(Increase) decrease in other assets

   (3

 

 

533

 

 

 

(2,457

)

Increase (decrease) in interest and other debt expenses payable

   87 

 

 

3,530

 

 

 

3,356

 

Increase (decrease) in management fees payable

   154 

 

 

85

 

 

 

192

 

Increase (decrease) in accrued organization costs

   147 

Increase (decrease) in directors’ fees payable

   19 

Increase (decrease) in incentive fees payable

 

 

8,918

 

 

 

6,345

 

Increase (decrease) in payable for investments purchased

 

 

 

 

 

2,731

 

Increase (decrease) in accrued expenses and other liabilities

   252 

 

 

480

 

 

 

(379

)

  

 

Net cash provided by (used for) operating activities  $(86,747

 

$

36,197

 

 

$

(292,801

)

  

 

Cash flows from financing activities:  

 

 

 

 

 

 

Proceeds from issuance of common units

  $84,407 

 

$

14,758

 

 

$

103,307

 

Offering costs paid

   (10

Distributions paid

 

 

(119,568

)

 

 

(58,262

)

Financing costs paid

   (955

 

 

(410

)

 

 

(2,796

)

Borrowings on debt

   136,700 

 

 

69,491

 

 

 

398,026

 

Repayments of debt

   (55,800

 

 

(33,000

)

 

 

(129,000

)

  

 

Net cash provided by (used for) financing activities  $164,342 

 

$

(68,729

)

 

$

311,275

 

  

 

Net increase (decrease) in cash  $77,595 

 

$

(32,532

)

 

$

18,474

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

13

 

 

 

(24

)

Cash, beginning of period    

 

 

36,657

 

 

 

31,602

 

  

 

Cash, end of period  $77,595 

 

$

4,138

 

 

$

50,052

 

  

 

Supplemental andnon-cash financing activities  

Supplemental and non-cash activities

 

 

 

 

 

 

Interest expense paid  $91 

 

$

52,827

 

 

$

21,023

 

Accrued but unpaid deferred financing costs  $265 
Accrued but unpaid offering costs  $1,071 

Exchange of investments

 

$

6,075

 

 

$

 

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

7


Table of Contents


Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 20192023

(in thousands, except unit and per unit amounts)

(Unaudited)

Portfolio Company Industry Interest Rate (+) Reference Rate and
Spread (+)
 Maturity  Par Amount (++)  Cost  Fair Value 
Investments at Fair Value – 101.98% #

 

Corporate Debt – 101.98%

 

1st Lien/Senior Secured Debt – 101.98%

 

CorePower Yoga, LLC(1) Diversified Consumer Services 7.08% L + 4.75%  05/14/2025  $7,389  $7,279  $7,278 
CorePower Yoga, LLC(1) (2) (3) Diversified Consumer Services  L + 4.75%  05/14/2025   633   (9  (9
CorePower Yoga, LLC(1) (2) (3) Diversified Consumer Services  L + 4.75%  05/14/2025   2,111   (31  (32
GlobalTranz Enterprises LLC(1) Road & Rail 7.39% L + 5.00%  05/15/2026   7,215   7,072   6,945 
GlobalTranz Enterprises
LLC(1) (2) (3)
 Road & Rail  L + 5.00%  05/15/2026   1,862   (37  (70
Picture Head Midco LLC(1) (4) Media 9.15% L + 6.75%; 1.00% Floor  08/31/2023   26,700   26,037   26,233 
Picture Head Midco LLC(1) (4) Media 9.14% L + 6.75%; 1.00% Floor  08/31/2023   1,980   1,980   1,945 
Riverpoint Medical, LLC(1) Health Care Equipment & Supplies 7.39% L + 5.00%, 1.00% Floor  06/23/2025   9,933   9,884   9,834 
Riverpoint Medical, LLC(1) (2) (3) Health Care Equipment & Supplies  L + 5.00%, 1.00% Floor  06/23/2025   1,806   (9  (18
Wolfpack IP Co.(1) (5) Real Estate Management & Development 8.90% L + 6.50%; 1.00% Floor  06/13/2025   34,011   33,334   33,330 
Wolfpack IP Co.(1) (2) (3) (5) Real Estate Management & Development  L + 6.50%; 1.00% Floor  06/13/2025   3,401   (67  (68
      

 

 

  

 

 

 

Total 1st Lien/Senior Secured Debt

    85,433   85,368 
      

 

 

  

 

 

 
Total Corporate Debt

 

  85,433   85,368 
         Yield     Shares  Cost  Fair Value 
Investments in Affiliated Money Market Fund– 0.79% #     
Goldman Sachs Financial Square Government Fund – Institutional Shares^^^ 2.26%(6)   659,254  $659  $659 
      

 

 

  

 

 

 

Total Investments in Affiliated Money Market Fund

     659   659 
      

 

 

  

 

 

 
TOTAL INVESTMENTS – 102.77%   $86,092  $86,027 
      

 

 

  

 

 

 
LIABILITIES IN EXCESS OF OTHER ASSETS – (2.77%)    $(2,316
       

 

 

 
NET ASSETS – 100.00%    $83,711 
       

 

 

 

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate and
Spread
(2)

Maturity

 

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

1st Lien/Senior Secured Debt - 204.03%

 

 

 

 

 

 

 

 

 

 

 

 

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

11.39%

S + 6.00%

11/06/26

$

 

8,502

 

$

8,427

 

$

8,396

 

 (4) (5) (6) (7)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

12.45%

P + 6.00%

11/06/26

 

 

846

 

 

805

 

 

801

 

 (4) (5) (6) (7) (8)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

11.70%

CDN P + 4.75%

11/06/26

CAD

 

418

 

 

312

 

 

311

 

 (4) (5) (6) (7)

3SI Security Systems, Inc.

Commercial Services & Supplies

12.01%

S + 6.50%

12/16/26

 

 

2,033

 

 

2,018

 

 

1,922

 

 (6) (7)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

11.48%

S + 6.25%

03/10/27

 

 

14,592

 

 

14,361

 

 

14,300

 

 (5) (6) (7)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

11.48%

S + 6.25%

03/10/27

 

 

1,530

 

 

1,518

 

 

1,499

 

 (5) (6) (7)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

11.48%

S + 6.25%

03/10/27

 

 

1,100

 

 

698

 

 

693

 

 (5) (6) (7) (8)

Acquia, Inc.

Software

12.34%

L + 7.00%

10/31/25

 

 

24,940

 

 

24,667

 

 

24,442

 

 (5) (6) (7)

Acquia, Inc.

Software

12.29%

L + 7.00%

10/31/25

 

 

1,933

 

 

1,490

 

 

1,469

 

 (5) (6) (7) (8)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

10.74%

S + 5.50%

05/08/28

 

 

24,009

 

 

23,604

 

 

23,648

 

 (5) (6) (7)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

 

S + 5.50%

05/08/28

 

 

2,330

 

 

(38

)

 

(35

)

 (5) (7) (8)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

 

S + 5.50%

05/08/28

 

 

6,510

 

 

(53

)

 

(98

)

 (5) (7) (8)

Apptio, Inc.

IT Services

10.20%

S + 5.00%

01/10/25

 

 

26,813

 

 

26,463

 

 

26,545

 

 (6) (7)

Apptio, Inc.

IT Services

10.20%

S + 5.00%

01/10/25

 

 

769

 

 

220

 

 

223

 

 (6) (7) (8)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

12.28%

S + 7.00%

07/01/26

 

 

35,280

 

 

34,808

 

 

34,222

 

 (5) (6) (7)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

13.17%

S + 8.00%

07/01/26

 

 

5,900

 

 

4,665

 

 

4,636

 

 (5) (7) (8)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

13.28%

S + 8.00%

07/01/26

 

 

2,127

 

 

2,127

 

 

2,116

 

 (5) (6) (7)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

 

S + 7.00%

07/01/26

 

 

4,160

 

 

(50

)

 

(125

)

 (5) (6) (7) (8)

Argos Health Holdings, Inc

Health Care Providers & Services

10.65%

S + 5.50%

12/03/27

 

 

19,651

 

 

19,347

 

 

19,061

 

 (5) (6) (7)

Aria Systems, Inc.

Diversified Financial Services

13.22%

S + 8.00%

06/30/26

 

 

24,609

 

 

24,325

 

 

23,624

 

 (5) (6) (7)

Assembly Intermediate LLC

Diversified Consumer Services

11.84%

S + 6.50%

10/19/27

 

 

39,908

 

 

39,300

 

 

39,509

 

 (5) (6) (7)

Assembly Intermediate LLC

Diversified Consumer Services

11.84%

S + 6.50%

10/19/27

 

 

9,977

 

 

5,469

 

 

5,487

 

 (5) (6) (7) (8)

Assembly Intermediate LLC

Diversified Consumer Services

 

S + 6.50%

10/19/27

 

 

3,991

 

 

(58

)

 

(40

)

 (5) (7) (8)

Bigchange Group Limited

Software

10.93%

SN + 6.00%

12/23/26

GBP

 

10,810

 

 

14,290

 

 

13,420

 

 (4) (5) (6) (7)

Bigchange Group Limited

Software

10.93%

SN + 6.00%

12/23/26

GBP

 

1,629

 

 

1,756

 

 

1,763

 

 (4) (5) (6) (7) (8)

Bigchange Group Limited

Software

 

SN + 6.00%

12/23/26

GBP

 

2,160

 

 

(42

)

 

(62

)

 (4) (5) (6) (7) (8)

Broadway Technology, LLC

Diversified Financial Services

11.89%

S + 6.50%

01/08/26

 

 

23,656

 

 

23,371

 

 

23,537

 

 (5) (6) (7)

Broadway Technology, LLC

Diversified Financial Services

 

S + 6.50%

01/08/26

 

 

1,010

 

 

(13

)

 

(5

)

 (5) (7) (8)

BSI3 Menu Buyer, Inc (dba Kydia)

Diversified Financial Services

11.22%

S + 6.00%

01/25/28

 

 

48,084

 

 

47,413

 

 

45,680

 

 (5) (6) (7)

BSI3 Menu Buyer, Inc (dba Kydia)

Diversified Financial Services

 

S + 6.00%

01/25/28

 

 

1,924

 

 

(26

)

 

(96

)

 (5) (7) (8)

Bullhorn, Inc.

Professional Services

10.95%

S + 5.75%

09/30/26

 

 

13,491

 

 

13,348

 

 

13,289

 

 (5) (6) (7)

Bullhorn, Inc.

Professional Services

10.95%

S + 5.75%

09/30/26

 

 

2,402

 

 

2,394

 

 

2,366

 

 (5) (6) (7)

Bullhorn, Inc.

Professional Services

10.95%

S + 5.75%

09/30/26

 

 

624

 

 

618

 

 

615

 

 (5) (6) (7)

Bullhorn, Inc.

Professional Services

10.95%

S + 5.75%

09/30/26

 

 

280

 

 

277

 

 

276

 

 (5) (6) (7)

Bullhorn, Inc.

Professional Services

10.95%

S + 5.75%

09/30/26

 

 

223

 

 

221

 

 

220

 

 (5) (6) (7)

Bullhorn, Inc.

Professional Services

 

S + 5.75%

09/30/26

 

 

693

 

 

(7

)

 

(10

)

 (5) (6) (7) (8)

Businessolver.com, Inc.

Health Care Technology

10.84%

S + 5.50%

12/01/27

 

 

16,612

 

 

16,483

 

 

16,446

 

 (5) (6) (7)

Businessolver.com, Inc.

Health Care Technology

10.84%

S + 5.50%

12/01/27

 

 

4,526

 

 

367

 

 

340

 

 (5) (6) (7) (8)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

11.72%

S + 6.50%

10/01/26

 

 

39,622

 

 

39,149

 

 

38,433

 

 (5) (6) (7)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

 

P + 5.50%

10/01/25

 

 

9,170

 

 

(86

)

 

(275

)

 (5) (7) (8)

(+)

The Schedule of Investments discloses 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 reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), 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 June 30, 2019, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 2.18%, 2.20%, 2.32%, 2.33%, 2.40% and 2.37%, respectively. As of June 30, 2019, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2019.

(++)

Par amount is denominated in U.S. Dollars (“$”).

#

Percentages are based on net assets.

^^^

The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”.

(1)

Representco-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 and Related Party Transactions”.

(2)

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 is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(4)

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

(5)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire anynon-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2019 the aggregate fair value of these securities is $33,262 or 20.0% of the Company’s total assets.

(6)

The rate shown is the annualizedseven-day yield as of June 30, 2019.

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

8


Table of Contents


Goldman Sachs Private Middle Market Credit II LLC

Notes to the Financial StatementsConsolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

1.

ORGANIZATION

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

 

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

13.25%

S + 7.00% (incl. 0.75% PIK)

07/01/24

$

 

17,798

 

$

17,721

 

$

16,819

 

 (5) (6) (7)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

13.25%

S + 7.00% (incl. 0.75% PIK)

07/01/24

 

 

4,471

 

 

4,451

 

 

4,225

 

 (5) (6) (7)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

13.25%

S + 7.00% (incl. 0.75% PIK)

07/01/24

 

 

1,734

 

 

1,729

 

 

1,639

 

 (5) (6) (7)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

13.25%

S + 7.00% (incl. 0.75% PIK)

07/01/24

 

 

914

 

 

291

 

 

245

 

 (5) (6) (7) (8)

Checkmate Finance Merger Sub, LLC

Entertainment

11.84%

S + 6.50%

12/31/27

 

 

27,953

 

 

27,513

 

 

27,184

 

 (5) (6) (7)

Checkmate Finance Merger Sub, LLC

Entertainment

 

S + 6.50%

12/31/27

 

 

2,831

 

 

(43

)

 

(78

)

 (5) (6) (7) (8)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

11.61%

S + 6.75%

05/18/29

 

 

42,552

 

 

41,629

 

 

41,382

 

 (5) (6) (7)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

11.76%

S + 6.75%

05/18/29

 

 

3,676

 

 

929

 

 

891

 

 (5) (6) (7) (8)

CivicPlus LLC

Software

12.23%

L + 6.50% (incl. 2.50% PIK)

08/24/27

 

 

5,851

 

 

5,755

 

 

5,719

 

 (5) (6) (7)

CivicPlus LLC

Software

12.23%

L + 6.50% (incl. 2.50% PIK)

08/24/27

 

 

5,797

 

 

5,701

 

 

5,666

 

 (5) (6) (7)

CivicPlus LLC

Software

12.23%

L + 6.50% (incl. 2.50% PIK)

08/24/27

 

 

2,725

 

 

2,678

 

 

2,664

 

 (5) (6) (7)

CivicPlus LLC

Software

11.15%

L + 6.25%

08/24/27

 

 

1,112

 

 

182

 

 

175

 

 (5) (6) (7) (8)

Clearcourse Partnership Acquireco Finance Limited

IT Services

12.43%

SN + 8.25% (incl. 0.75% PIK)

07/25/28

GBP

 

5,574

 

 

6,576

 

 

6,884

 

 (4) (5) (6) (7)

Clearcourse Partnership Acquireco Finance Limited

IT Services

11.68%

SN + 7.50%

07/25/28

GBP

 

4,842

 

 

2,705

 

 

2,843

 

 (4) (5) (6) (7) (8)

CloudBees, Inc.

Software

12.22%

S + 7.00% (incl. 2.50% PIK)

11/24/26

 

 

26,219

 

 

25,049

 

 

25,826

 

 (5) (6) (7)

CloudBees, Inc.

Software

12.22%

S + 7.00% (incl. 2.50% PIK)

11/24/26

 

 

11,867

 

 

10,654

 

 

11,025

 

 (5) (6) (7) (8)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

10.60%

S + 5.50%

05/11/28

 

 

13,488

 

 

13,255

 

 

13,151

 

 (5) (6) (7)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

10.60%

S + 5.50%

05/11/28

 

 

1,938

 

 

358

 

 

339

 

 (5) (6) (7) (8)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

10.58%

S + 5.50%

05/11/28

 

 

4,076

 

 

388

 

 

324

 

 (5) (6) (7) (8)

CORA Health Holdings Corp

Health Care Providers & Services

11.16%

S + 5.75%

06/15/27

 

 

20,442

 

 

20,235

 

 

17,172

 

 (5) (6) (7)

CORA Health Holdings Corp

Health Care Providers & Services

11.16%

S + 5.75%

06/15/27

 

 

344

 

 

341

 

 

289

 

 (5) (6) (7)

CorePower Yoga LLC

Diversified Consumer Services

12.54%

L + 7.00% (incl. 5.00% PIK)

05/14/25

 

 

10,114

 

 

10,058

 

 

8,496

 

 (5) (6) (7)

CorePower Yoga LLC

Diversified Consumer Services

 

L + 7.00% (incl. 5.00% PIK)

05/14/25

 

 

633

 

 

(4

)

 

(101

)

 (5) (6) (7) (8)

DECA Dental Holdings LLC

Health Care Providers & Services

11.09%

S + 5.75%

08/28/28

 

 

19,314

 

 

19,013

 

 

18,542

 

 (5) (6) (7)

DECA Dental Holdings LLC

Health Care Providers & Services

11.09%

S + 5.75%

08/28/28

 

 

6,689

 

 

1,967

 

 

1,766

 

 (5) (6) (7) (8)

DECA Dental Holdings LLC

Health Care Providers & Services

11.09%

S + 5.75%

08/26/27

 

 

1,552

 

 

1,427

 

 

1,386

 

 (5) (6) (7) (8)

Diligent Corporation

Professional Services

11.45%

S + 6.25%

08/04/25

 

 

20,502

 

 

20,268

 

 

20,451

 

 (5) (6) (7)

Diligent Corporation

Professional Services

10.95%

L + 5.75%

08/04/25

 

 

12,708

 

 

12,641

 

 

12,549

 

 (5) (6) (7)

Diligent Corporation

Professional Services

10.95%

L + 5.75%

08/04/25

 

 

8,631

 

 

8,587

 

 

8,523

 

 (5) (6) (7)

Diligent Corporation

Professional Services

11.45%

L + 6.25%

08/04/25

 

 

1,715

 

 

1,696

 

 

1,711

 

 (5) (6) (7)

Diligent Corporation

Professional Services

11.48%

S + 6.25%

08/04/25

 

 

3,503

 

 

1,654

 

 

1,673

 

 (5) (6) (7) (8)

Diligent Corporation

Professional Services

11.45%

L + 6.25%

08/04/25

 

 

1,081

 

 

1,069

 

 

1,079

 

 (5) (6) (7)

Elemica Parent, Inc.

Chemicals

11.54%

S + 6.00%

09/18/25

 

 

3,493

 

 

3,457

 

 

3,353

 

 (5) (6) (7)

Elemica Parent, Inc.

Chemicals

11.00%

S + 5.50%

09/18/25

 

 

1,365

 

 

1,343

 

 

1,310

 

 (5) (6) (7)

Elemica Parent, Inc.

Chemicals

11.54%

S + 6.00%

09/18/25

 

 

683

 

 

675

 

 

655

 

 (5) (6) (7)

Elemica Parent, Inc.

Chemicals

11.54%

S + 6.00%

09/18/25

 

 

510

 

 

502

 

 

490

 

 (5) (6) (7)

Elemica Parent, Inc.

Chemicals

10.82%

S + 5.50%

09/18/25

 

 

470

 

 

465

 

 

451

 

 (5) (6) (7)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

11.37%

S + 6.00%

12/06/25

 

 

8,528

 

 

8,395

 

 

8,357

 

 (5) (6) (7)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

10.70%

S + 5.50%

12/06/25

 

 

6,205

 

 

6,163

 

 

6,004

 

 (5) (6) (7)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

10.70%

S + 5.50%

12/06/25

 

 

2,940

 

 

2,905

 

 

2,845

 

 (5) (6) (7)

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

9


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

10.70%

S + 5.50%

12/06/25

$

2,919

 

$

2,890

 

$

2,825

 

 (5) (6) (7)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

10.70%

S + 5.50%

12/06/25

 

2,675

 

 

2,655

 

 

2,588

 

 (5) (6) (7)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

10.71%

S + 5.50%

12/06/25

 

1,365

 

 

1,219

 

 

1,184

 

 (5) (6) (7) (8)

ESO Solutions, Inc

Health Care Technology

12.25%

S + 7.00%

05/03/27

 

36,294

 

 

35,789

 

 

35,750

 

 (5) (6) (7)

ESO Solutions, Inc

Health Care Technology

12.33%

S + 7.00%

05/03/27

 

3,292

 

 

1,933

 

 

1,926

 

 (5) (6) (7) (8)

Everest Clinical Research Corporation

Professional Services

11.39%

S + 6.00%

11/06/26

 

5,423

 

 

5,328

 

 

5,355

 

 (4) (5) (6) (7)

Experity, Inc.

Health Care Technology

11.09%

S + 5.75%

02/24/28

 

33,748

 

 

33,629

 

 

32,567

 

 (5) (6) (7)

Experity, Inc.

Health Care Technology

11.09%

S + 5.75%

02/24/28

 

3,023

 

 

680

 

 

585

 

 (5) (6) (7) (8)

Fullsteam Operations LLC

Diversified Financial Services

13.00%

L + 7.50% (Incl. 3.00% PIK)

10/04/27

 

56,214

 

 

55,097

 

 

54,809

 

 (5) (6) (7)

Fullsteam Operations LLC

Diversified Financial Services

13.00%

L + 7.50% (Incl. 3.00% PIK)

10/04/27

 

21,754

 

 

21,288

 

 

21,210

 

 (5) (6) (7)

Fullsteam Operations LLC

Diversified Financial Services

13.00%

L + 7.50% (Incl. 3.00% PIK)

10/04/27

 

3,067

 

 

1,007

 

 

993

 

 (5) (6) (7) (8)

Fullsteam Operations LLC

Diversified Financial Services

13.00%

L + 7.50% (Incl. 3.00% PIK)

10/04/27

 

766

 

 

230

 

 

229

 

 (5) (7) (8)

Fullsteam Operations LLC

Diversified Financial Services

 

S + 8.25%

05/01/28

 

1,478

 

 

 

 

 

 (5) (8)

Fullsteam Operations LLC

Diversified Financial Services

 

S + 8.25%

05/01/30

 

26,415

 

 

 

 

 

 (5) (8)

Fullsteam Operations LLC

Diversified Financial Services

 

S + 8.25%

05/01/30

 

8,313

 

 

 

 

 

 (5) (8)

Fullsteam Operations LLC

Diversified Financial Services

 

S + 8.25%

05/01/30

 

3,694

 

 

 

 

 

 (5) (8)

Gainsight, Inc.

Software

11.58%

S + 6.75% PIK

07/30/27

 

42,920

 

 

42,442

 

 

41,847

 

 (5) (6) (7)

Gainsight, Inc.

Software

11.94%

S + 6.75% PIK

07/30/27

 

4,830

 

 

3,392

 

 

3,329

 

 (5) (6) (7) (8)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

13.64%

S + 8.25% (incl. 3.75% PIK)

06/24/26

 

14,038

 

 

13,878

 

 

13,337

 

 (5) (6) (7)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

13.64%

S + 8.25% (incl. 3.75% PIK)

06/24/26

 

2,456

 

 

2,433

 

 

2,333

 

 (5) (6) (7)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

13.64%

S + 8.25% (incl. 3.75% PIK)

06/24/26

 

917

 

 

906

 

 

872

 

 (5) (6) (7)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

 

S + 8.25% (incl. 3.75% PIK)

06/24/26

 

1,749

 

 

(19

)

 

(87

)

 (5) (7) (8)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

12.15%

S + 7.00% (incl. 1.50% PIK)

01/29/27

 

26,336

 

 

25,908

 

 

26,204

 

 (5) (6)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

11.15%

S + 6.00%

01/29/27

 

3,425

 

 

3,377

 

 

3,408

 

 (5) (6)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

11.55%

S + 6.50%

01/29/27

 

2,337

 

 

703

 

 

713

 

 (5) (8)

Governmentjobs.com, Inc. (dba NeoGov)

Software

10.70%

S + 5.50%

12/01/28

 

37,717

 

 

37,641

 

 

37,057

 

 (5) (6) (7)

Governmentjobs.com, Inc. (dba NeoGov)

Software

10.70%

S + 5.50%

12/02/27

 

4,244

 

 

1,584

 

 

1,517

 

 (5) (7) (8)

Governmentjobs.com, Inc. (dba NeoGov)

Software

 

S + 5.50%

12/01/28

 

13,262

 

 

(13

)

 

(232

)

 (5) (7) (8)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

11.14%

S + 5.75%

05/22/26

 

22,738

 

 

22,558

 

 

22,055

 

 (5) (6)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

11.14%

S + 5.75%

05/22/26

 

914

 

 

296

 

 

277

 

 (5) (6) (8)

HealthEdge Software, Inc.

Health Care Technology

11.41%

L + 7.00%

04/09/26

 

32,000

 

 

31,565

 

 

31,360

 

 (5) (6) (7)

HealthEdge Software, Inc.

Health Care Technology

11.41%

L + 7.00%

04/09/26

 

2,964

 

 

2,964

 

 

2,905

 

 (5) (6) (7)

HealthEdge Software, Inc.

Health Care Technology

 

P + 6.00%

04/09/26

 

3,400

 

 

(44

)

 

(68

)

 (5) (6) (7) (8)

HealthEdge Software, Inc.

Health Care Technology

 

L + 7.00%

04/09/26

 

8,500

 

 

(55

)

 

(170

)

 (5) (6) (7) (8)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

11.10%

S + 6.00%

12/15/26

 

17,468

 

 

17,272

 

 

17,250

 

 (5) (6) (7)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

10.96%

L + 5.75%

12/15/26

 

18,542

 

 

14,526

 

 

14,256

 

 (5) (6) (7) (8)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

11.27%

S + 6.00%

12/15/26

 

13,403

 

 

13,309

 

 

13,236

 

 (5) (6) (7)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

11.10%

S + 6.00%

12/15/26

 

7,242

 

 

7,143

 

 

7,152

 

 (5) (6) (7)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

 

S + 6.00%

12/15/26

 

2,199

 

 

(26

)

 

(27

)

 (5) (7) (8)

Honor HN Buyer, Inc

Health Care Providers & Services

11.14%

S + 5.75%

10/15/27

 

21,765

 

 

21,435

 

 

21,329

 

 (5) (6) (7)

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

10


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

 

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

Honor HN Buyer, Inc

Health Care Providers & Services

11.04%

S + 5.75%

10/15/27

$

 

13,781

 

$

13,560

 

$

13,505

 

 (5) (7)

Honor HN Buyer, Inc

Health Care Providers & Services

11.29%

S + 6.00%

10/15/27

 

 

19,535

 

 

7,887

 

 

7,739

 

 (5) (7) (8)

Honor HN Buyer, Inc

Health Care Providers & Services

13.00%

P + 4.75%

10/15/27

 

 

2,542

 

 

281

 

 

267

 

 (5) (7) (8)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

11.23%

S + 6.00%

10/23/26

 

 

31,926

 

 

31,590

 

 

30,329

 

 (4) (5) (6) (7)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

11.32%

S + 6.50%

10/23/26

 

 

10,237

 

 

10,167

 

 

9,725

 

 (4) (5) (6) (7)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

11.39%

S + 6.50%

10/23/26

 

 

9,793

 

 

9,737

 

 

9,303

 

 (4) (5) (6) (7)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.95%

S + 6.75%

07/09/25

 

 

26,350

 

 

26,139

 

 

25,560

 

 (5) (6) (7)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.95%

S + 6.75%

07/09/25

 

 

5,466

 

 

5,403

 

 

5,302

 

 (5) (6) (7)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.95%

S + 6.75%

07/09/25

 

 

2,186

 

 

1,482

 

 

1,432

 

 (5) (6) (7) (8)

HumanState Limited (dba PayProp)

Diversified Consumer Services

10.58%

SN + 6.00%

11/23/28

GBP

 

1,000

 

 

1,190

 

 

1,251

 

 (4) (5) (6) (7)

HumanState Limited (dba PayProp)

Diversified Consumer Services

 

SN + 6.00%

11/23/28

GBP

 

100

 

 

 

 

(2

)

 (4) (5) (6) (7) (8)

HumanState Limited (dba PayProp)

Diversified Consumer Services

 

SN + 6.00%

11/23/28

GBP

 

270

 

 

1

 

 

(5

)

 (4) (5) (6) (7) (8)

iCIMS, Inc.

Professional Services

12.38%

S + 7.25% (incl. 3.88% PIK)

08/18/28

 

 

38,976

 

 

38,382

 

 

37,612

 

 (5) (6) (7)

iCIMS, Inc.

Professional Services

11.99%

S + 6.75%

08/18/28

 

 

3,639

 

 

553

 

 

480

 

 (5) (6) (7) (8)

iCIMS, Inc.

Professional Services

 

S + 7.25% (incl. 3.88% PIK)

08/18/28

 

 

9,385

 

 

 

 

(328

)

 (5) (6) (7) (8)

Intelligent Medical Objects, Inc.

Health Care Technology

11.09%

S + 6.00%

05/11/29

 

 

11,329

 

 

11,132

 

 

11,103

 

 (5) (6) (7)

Intelligent Medical Objects, Inc.

Health Care Technology

11.04%

S + 6.00%

05/11/29

 

 

2,688

 

 

695

 

 

671

 

 (5) (6) (7) (8)

Intelligent Medical Objects, Inc.

Health Care Technology

 

S + 6.00%

05/11/28

 

 

1,396

 

 

(24

)

 

(28

)

 (5) (6) (7) (8)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

10.89%

S + 5.50%

04/02/25

 

 

37,599

 

 

37,157

 

 

37,223

 

 (5) (6) (7)

Kaseya Inc.

IT Services

11.36%

S + 6.25% (incl. 2.50% PIK)

06/25/29

 

 

16,900

 

 

16,675

 

 

16,646

 

 (5) (6) (7)

Kaseya Inc.

IT Services

11.36%

S + 6.25% (incl. 2.50% PIK)

06/25/29

 

 

1,010

 

 

240

 

 

237

 

 (5) (6) (7) (8)

Kaseya Inc.

IT Services

11.36%

S + 6.25% (incl. 2.50% PIK)

06/25/29

 

 

1,010

 

 

55

 

 

46

 

 (5) (6) (7) (8)

LS Clinical Services Holdings, Inc (dba CATO)

Pharmaceuticals

12.28%

S + 6.75%

12/16/27

 

 

13,758

 

 

13,490

 

 

13,380

 

 (5) (6) (7)

LS Clinical Services Holdings, Inc (dba CATO)

Pharmaceuticals

12.14%

S + 6.75%

12/16/26

 

 

1,995

 

 

1,960

 

 

1,941

 

 (5) (6) (7)

MedeAnalytics, Inc.

Health Care Technology

 

3.00% PIK

10/09/26

 

 

9,333

 

 

6,075

 

 

6,075

 

 (5) (6) (7) (9) (10)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

11.24%

S + 6.00%

06/01/28

 

 

19,680

 

 

19,346

 

 

18,696

 

 (5) (6) (7)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

11.24%

S + 6.00%

06/01/28

 

 

4,952

 

 

3,225

 

 

3,060

 

 (5) (6) (7) (8)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

 

S + 6.00%

06/01/28

 

 

2,485

 

 

(41

)

 

(124

)

 (5) (7) (8)

Millstone Medical Outsourcing, LLC

Health Care Providers & Services

11.34%

S + 5.75%

12/15/27

 

 

9,185

 

 

9,041

 

 

9,001

 

 (5) (6) (7)

Millstone Medical Outsourcing, LLC

Health Care Providers & Services

13.25%

P + 5.00%

12/15/27

 

 

1,998

 

 

236

 

 

226

 

 (5) (6) (7) (8)

MRI Software LLC

Real Estate Mgmt. & Development

10.84%

S + 5.50%

02/10/26

 

 

29,270

 

 

28,985

 

 

28,245

 

 (6)

MRI Software LLC

Real Estate Mgmt. & Development

10.84%

S + 5.50%

02/10/26

 

 

16,375

 

 

16,294

 

 

15,802

 

 (6)

MRI Software LLC

Real Estate Mgmt. & Development

 

S + 5.50%

02/10/26

 

 

1,143

 

 

(5

)

 

(40

)

 (6) (8)

MRI Software LLC

Real Estate Mgmt. & Development

 

S + 5.50%

02/10/26

 

 

1,284

 

 

(9

)

 

(45

)

 (5) (8)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

10.95%

S + 5.75%

11/30/27

 

 

15,313

 

 

15,085

 

 

14,854

 

 (5) (6) (7)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

11.11%

S + 5.75%

11/30/27

 

 

15,558

 

 

13,894

 

 

13,662

 

 (5) (6) (7) (8)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

 

P + 4.75%

11/30/27

 

 

2,696

 

 

(40

)

 

(81

)

 (5) (6) (7) (8)

One GI LLC

Health Care Providers & Services

11.95%

S + 6.75%

12/22/25

 

 

20,871

 

 

20,640

 

 

19,619

 

 (5) (6) (7)

One GI LLC

Health Care Providers & Services

11.95%

S + 6.75%

12/22/25

 

 

10,255

 

 

10,121

 

 

9,640

 

 (5) (6) (7)

One GI LLC

Health Care Providers & Services

11.95%

S + 6.75%

12/22/25

 

 

8,678

 

 

8,583

 

 

8,157

 

 (5) (6) (7)

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

11


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

One GI LLC

Health Care Providers & Services

11.95%

S + 6.75%

12/22/25

$

5,665

 

$

5,544

 

$

5,287

 

 (5) (6) (7) (8)

One GI LLC

Health Care Providers & Services

11.95%

S + 6.75%

12/22/25

 

3,246

 

 

3,212

 

 

3,052

 

 (5) (6) (7)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

13.09%

S + 7.50%

07/18/28

 

22,055

 

 

21,668

 

 

21,614

 

 (5) (6) (7)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

12.93%

S + 7.50%

07/18/28

 

2,530

 

 

2,530

 

 

2,479

 

 (5) (6) (7)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

13.09%

S + 7.50%

07/18/28

 

2,145

 

 

2,126

 

 

2,102

 

 (5) (6) (7)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

13.09%

S + 7.50%

07/18/28

 

8,765

 

 

544

 

 

435

 

 (5) (6) (7) (8)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

 

S + 7.50%

07/18/28

 

1,705

 

 

(29

)

 

(21

)

 (5) (7) (8)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

 

S + 7.50%

07/18/28

 

2,530

 

 

(21

)

 

(32

)

 (5) (7) (8)

Picture Head Midco LLC

Entertainment

12.06%

S + 6.75%

08/31/23

 

19,422

 

 

19,395

 

 

19,033

 

 (5) (6) (7)

Pioneer Buyer I, LLC

Software

12.24%

S + 7.00% PIK

11/01/28

 

25,253

 

 

24,908

 

 

24,748

 

 (5) (6) (7)

Pioneer Buyer I, LLC

Software

 

S + 7.00% PIK

11/01/27

 

3,900

 

 

(57

)

 

(78

)

 (5) (6) (7) (8)

Pluralsight, Inc

Professional Services

13.04%

S + 8.00%

04/06/27

 

68,747

 

 

67,791

 

 

67,200

 

 (5) (6) (7)

Pluralsight, Inc

Professional Services

13.04%

S + 8.00%

04/06/27

 

4,600

 

 

2,241

 

 

2,196

 

 (5) (6) (7) (8)

Premier Care Dental Management, LLC

Health Care Providers & Services

10.60%

S + 5.50%

08/05/28

 

16,820

 

 

16,560

 

 

15,769

 

 (5) (6) (7)

Premier Care Dental Management, LLC

Health Care Providers & Services

10.60%

S + 5.50%

08/05/28

 

9,126

 

 

9,010

 

 

8,555

 

 (5) (6) (7)

Premier Care Dental Management, LLC

Health Care Providers & Services

 

S + 5.50%

08/05/27

 

2,769

 

 

(38

)

 

(173

)

 (5) (6) (7) (8)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

11.22%

S + 6.00%

01/02/25

 

16,404

 

 

16,301

 

 

15,994

 

 (5) (6) (7)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

11.22%

S + 6.00%

01/02/25

 

10,776

 

 

10,692

 

 

10,507

 

 (5) (6) (7)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

11.22%

S + 6.00%

01/02/25

 

4,563

 

 

4,528

 

 

4,449

 

 (5) (6) (7)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

11.22%

S + 6.00%

01/02/25

 

10,227

 

 

2,843

 

 

2,666

 

 (5) (6) (7) (8)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

11.22%

S + 6.00%

07/06/26

 

39,779

 

 

39,209

 

 

39,182

 

 (5) (6) (7)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

 

L + 6.25%

07/06/26

 

3,418

 

 

(44

)

 

(51

)

 (5) (7) (8)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

11.66%

L + 6.50%

01/30/26

 

17,147

 

 

16,953

 

 

16,975

 

 (4) (5) (6) (7)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

11.66%

L + 6.50%

01/30/26

 

7,015

 

 

6,925

 

 

6,945

 

 (4) (5) (6) (7)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

 

L + 6.50%

01/30/26

 

3,118

 

 

(33

)

 

(31

)

 (4) (5) (7) (8)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

11.37%

S + 5.98%

11/01/28

 

20,439

 

 

20,274

 

 

19,723

 

 (5) (6)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

11.37%

S + 5.98%

11/01/28

 

1,817

 

 

1,802

 

 

1,753

 

 (5) (6)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

11.37%

S + 5.98%

11/01/28

 

1,753

 

 

1,739

 

 

1,692

 

 (5) (6)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

11.37%

S + 5.98%

11/01/28

 

1,255

 

 

1,245

 

 

1,211

 

 (5) (6)

Purfoods, LLC

Health Care Providers & Services

11.49%

S + 6.25%

08/12/26

 

23,924

 

 

23,614

 

 

23,385

 

 (5) (6) (7)

Purfoods, LLC

Health Care Providers & Services

11.55%

S + 6.25%

08/12/26

 

16,151

 

 

15,942

 

 

15,788

 

 (5) (6) (7)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

10.11%

S + 5.00%

06/21/25

 

13,443

 

 

13,355

 

 

13,141

 

 (5) (6) (7)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

10.11%

S + 5.00%

06/21/25

 

9,523

 

 

9,493

 

 

9,309

 

 (5) (6) (7)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

10.19%

S + 5.00%

06/21/25

 

1,806

 

 

178

 

 

140

 

 (5) (6) (7) (8)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

11.44%

S + 6.25%

05/25/27

 

19,155

 

 

18,887

 

 

18,915

 

 (4) (5) (6) (7)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

11.44%

S + 6.25%

05/25/27

 

3,065

 

 

1,185

 

 

1,188

 

 (4) (5) (7) (8)

Rubrik, Inc.

Software

12.64%

S + 7.00%

06/10/27

 

32,242

 

 

31,713

 

 

31,597

 

 (5) (6) (7)

Rubrik, Inc.

Software

12.35%

S + 7.00%

06/10/27

 

3,685

 

 

2,657

 

 

2,584

 

 (5) (6) (7) (8)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

11.22%

S + 6.00%

07/06/27

 

9,801

 

 

9,637

 

 

9,629

 

 (5) (6) (7) (10)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

13.25%

S + 6.00%

07/06/27

 

6,800

 

 

1,292

 

 

1,241

 

 (5) (7) (8) (10)

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

12


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

 

S + 6.00%

07/06/27

$

1,700

 

$

(27

)

$

(30

)

 (5) (7) (8) (10)

SpendMend, LLC

Health Care Providers & Services

10.86%

S + 5.75%

03/01/28

 

12,151

 

 

11,978

 

 

11,847

 

 (5) (6) (7)

SpendMend, LLC

Health Care Providers & Services

10.87%

S + 5.75%

03/01/28

 

5,328

 

 

2,200

 

 

2,121

 

 (5) (6) (7) (8)

SpendMend, LLC

Health Care Providers & Services

11.14%

S + 5.75%

03/01/28

 

1,605

 

 

619

 

 

602

 

 (5) (6) (7) (8)

StarCompliance Intermediate, LLC

Diversified Financial Services

12.09%

S + 6.75%

01/12/27

 

14,400

 

 

14,214

 

 

14,184

 

 (5) (6) (7)

StarCompliance Intermediate, LLC

Diversified Financial Services

12.09%

S + 6.75%

01/12/27

 

2,319

 

 

2,286

 

 

2,285

 

 (5) (6) (7)

StarCompliance Intermediate, LLC

Diversified Financial Services

11.95%

S + 6.75%

01/12/27

 

2,300

 

 

639

 

 

632

 

 (5) (7) (8)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

11.41%

S + 6.25%

07/02/27

 

37,327

 

 

36,911

 

 

36,580

 

 (5) (6) (7)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

11.44%

S + 6.25%

07/02/27

 

11,198

 

 

11,039

 

 

10,974

 

 (5) (6) (7)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

11.61%

S + 6.25%

07/02/27

 

3,239

 

 

3,152

 

 

3,175

 

 (6) (7)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

11.49%

S + 6.25%

07/02/27

 

4,479

 

 

998

 

 

956

 

 (5) (6) (7) (8)

Sunstar Insurance Group, LLC

Insurance

11.14%

S + 5.75%

10/09/26

 

11,951

 

 

11,796

 

 

11,712

 

 (5) (6) (7)

Sunstar Insurance Group, LLC

Insurance

11.14%

S + 5.75%

10/09/26

 

7,567

 

 

7,471

 

 

7,415

 

 (5) (6) (7)

Sunstar Insurance Group, LLC

Insurance

11.14%

S + 5.75%

10/09/26

 

18,117

 

 

2,937

 

 

2,861

 

 (5) (7) (8)

Sunstar Insurance Group, LLC

Insurance

13.00%

S + 5.75%

10/09/26

 

3,503

 

 

1,122

 

 

1,098

 

 (5) (7) (8)

Sunstar Insurance Group, LLC

Insurance

11.14%

S + 5.75%

10/09/26

 

337

 

 

334

 

 

330

 

 (5) (6) (7)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

10.99%

S + 6.50%

08/31/27

 

39,971

 

 

39,304

 

 

38,972

 

 (5) (6) (7)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

10.99%

S + 6.50%

08/31/27

 

4,037

 

 

3,940

 

 

3,937

 

 (5) (6) (7)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

 

S + 6.50%

08/31/27

 

952

 

 

(11

)

 

(24

)

 (5) (6) (7) (8)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

 

S + 6.50%

08/31/26

 

5,134

 

 

(69

)

 

(128

)

 (5) (7) (8)

Sweep Purchaser LLC

Commercial Services & Supplies

11.09%

S + 5.75%

11/30/26

 

25,873

 

 

25,552

 

 

25,226

 

 (5) (6) (7)

Sweep Purchaser LLC

Commercial Services & Supplies

11.02%

S + 5.75%

11/30/26

 

8,214

 

 

8,110

 

 

8,008

 

 (5) (6) (7)

Sweep Purchaser LLC

Commercial Services & Supplies

11.02%

S + 5.75%

11/30/26

 

6,586

 

 

6,501

 

 

6,421

 

 (5) (6) (7)

Sweep Purchaser LLC

Commercial Services & Supplies

11.02%

S + 5.75%

11/30/26

 

3,285

 

 

3,237

 

 

3,203

 

 (5) (6) (7)

Sweep Purchaser LLC

Commercial Services & Supplies

11.09%

S + 5.75%

11/30/26

 

4,201

 

 

3,059

 

 

3,004

 

 (5) (7) (8)

Syntellis Performance Solutions, LLC (dba Axiom)

Health Care Technology

11.60%

S + 6.50%

08/02/27

 

37,186

 

 

36,450

 

 

36,535

 

 (5) (6) (7)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.70%

S + 5.50%

08/15/25

 

16,475

 

 

16,313

 

 

16,187

 

 (5) (6) (7)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.74%

S + 5.50%

08/15/25

 

8,906

 

 

8,801

 

 

8,750

 

 (5) (6) (7)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.77%

S + 5.50%

08/15/25

 

7,128

 

 

7,036

 

 

7,003

 

 (5) (6) (7)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.70%

S + 5.50%

08/15/25

 

3,883

 

 

3,842

 

 

3,815

 

 (5) (6) (7)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.70%

S + 5.50%

08/15/25

 

2,361

 

 

1,867

 

 

1,847

 

 (5) (6) (7) (8)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.85%

S + 5.50%

08/15/25

 

3,941

 

 

1,195

 

 

1,157

 

 (5) (7) (8)

Thrasio, LLC

Internet & Direct Marketing Retail

12.50%

S + 7.00%

12/18/26

 

36,065

 

 

35,647

 

 

32,458

 

 (5) (6) (7)

Total Vision LLC

Health Care Providers & Services

11.33%

S + 6.00%

07/15/26

 

15,444

 

 

15,213

 

 

15,174

 

 (5) (6) (7)

Total Vision LLC

Health Care Providers & Services

11.33%

S + 6.00%

07/15/26

 

4,529

 

 

4,471

 

 

4,450

 

 (5) (6) (7)

Total Vision LLC

Health Care Providers & Services

11.35%

S + 6.00%

07/15/26

 

9,489

 

 

2,747

 

 

2,673

 

 (5) (6) (7) (8)

Total Vision LLC

Health Care Providers & Services

11.29%

S + 6.00%

07/15/26

 

2,264

 

 

2,234

 

 

2,224

 

 (5) (6) (7)

Total Vision LLC

Health Care Providers & Services

 

S + 6.00%

07/15/26

 

1,150

 

 

(14

)

 

(20

)

 (5) (7) (8)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

11.14%

S + 5.75%

12/21/26

 

19,935

 

 

19,685

 

 

19,337

 

 (5) (6) (7)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

11.14%

S + 5.75%

12/21/26

 

6,928

 

 

6,867

 

 

6,720

 

 (5) (6) (7)

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

13


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Interest
Rate
(2)

Reference Rate
and Spread
(2)

Maturity

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

11.14%

S + 5.75%

12/21/26

$

8,602

 

$

4,267

 

$

4,064

 

 (5) (6) (7) (8)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

11.14%

S + 5.75%

12/21/26

 

2,812

 

 

1,772

 

 

1,721

 

 (5) (7) (8)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

11.44%

L + 6.25%

07/02/25

 

18,708

 

 

18,579

 

 

18,521

 

 (5) (6)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

12.24%

S + 7.00%

08/11/27

 

31,617

 

 

31,131

 

 

31,064

 

 (5) (6) (7)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

12.24%

S + 7.00%

08/11/27

 

5,932

 

 

5,207

 

 

5,103

 

 (5) (6) (7) (8)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

 

S + 7.00%

08/11/27

 

3,343

 

 

(49

)

 

(59

)

 (5) (7) (8)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

10.72%

S + 5.50%

06/29/27

 

29,481

 

 

29,168

 

 

28,597

 

 (5) (6) (7)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

S + 5.50%

06/29/27

 

858

 

 

(9

)

 

(26

)

 (5) (6) (7) (8)

WebPT, Inc.

Health Care Technology

12.11%

S + 6.75%

01/18/28

 

12,701

 

 

12,396

 

 

12,320

 

 (5) (6) (7)

WebPT, Inc.

Health Care Technology

11.98%

S + 6.75%

01/18/28

 

12,434

 

 

12,285

 

 

12,061

 

 (5) (6) (7)

WebPT, Inc.

Health Care Technology

12.01%

S + 6.75%

01/18/28

 

2,146

 

 

1,083

 

 

1,039

 

 (5) (6) (7) (8)

WebPT, Inc.

Health Care Technology

14.00%

P + 5.75%

01/18/28

 

2,146

 

 

590

 

 

549

 

 (5) (6) (7) (8)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

10.86%

S + 5.50%

01/20/27

 

20,099

 

 

19,837

 

 

19,798

 

 (5) (6) (7)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

S + 5.50%

01/20/27

 

2,400

 

 

(29

)

 

(36

)

 (5) (7) (8)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

S + 5.50%

01/20/27

 

3,700

 

 

(27

)

 

(56

)

 (5) (6) (7) (8)

Whitewater Holding Company LLC

Diversified Consumer Services

11.14%

S + 5.75%

12/21/27

 

15,549

 

 

15,307

 

 

15,044

 

 (5) (6) (7)

Whitewater Holding Company LLC

Diversified Consumer Services

11.16%

S + 5.75%

12/21/27

 

5,219

 

 

5,134

 

 

5,049

 

 (5) (6) (7)

Whitewater Holding Company LLC

Diversified Consumer Services

11.14%

S + 5.75%

12/21/27

 

5,186

 

 

5,105

 

 

5,018

 

 (5) (6) (7)

Whitewater Holding Company LLC

Diversified Consumer Services

11.32%

S + 6.00%

12/21/27

 

2,898

 

 

1,906

 

 

1,876

 

 (5) (6) (7) (8)

Whitewater Holding Company LLC

Diversified Consumer Services

 

S + 5.75%

12/21/27

 

2,100

 

 

(32

)

 

(68

)

 (5) (6) (7) (8)

WorkForce Software, LLC

Software

12.66%

S + 7.25% (incl. 3.00% PIK)

07/31/25

 

11,828

 

 

11,724

 

 

11,562

 

 (5) (6) (7)

WorkForce Software, LLC

Software

12.46%

L + 7.25% (incl. 3.00% PIK)

07/31/25

 

9,099

 

 

9,007

 

 

8,895

 

 (5) (6) (7)

WorkForce Software, LLC

Software

12.66%

S + 7.25% (incl. 3.00% PIK)

07/31/25

 

2,852

 

 

2,818

 

 

2,787

 

 (5) (6) (7)

WorkForce Software, LLC

Software

12.66%

S + 7.25% (incl. 3.00% PIK)

07/31/25

 

2,092

 

 

2,074

 

 

2,045

 

 (5) (6) (7)

WorkForce Software, LLC

Software

 

S + 7.25% (Incl. 3.00% PIK)

07/31/25

 

980

 

 

(8

)

 

(22

)

 (5) (6) (7) (8)

WSO2, Inc.

IT Services

12.85%

S + 7.50% (incl. 3.00% PIK)

11/04/26

 

29,518

 

 

29,124

 

 

28,928

 

 (5) (6) (7)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

11.76%

S + 6.50%

07/01/27

 

80,545

 

 

80,545

 

 

79,740

 

 (5) (6) (7)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

11.73%

S + 6.50%

07/01/27

 

8,383

 

 

1,198

 

 

1,114

 

 (5) (7) (8)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

13.54%

L + 8.00%

12/21/26

 

46,540

 

 

45,659

 

 

40,606

 

 (5) (6) (7)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

13.54%

L + 8.00%

12/22/25

 

7,000

 

 

6,892

 

 

6,107

 

 (5) (7)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

2,626,489

 

 

2,579,587

 

 

1st Lien/Last-Out Unitranche (11) - 1.53%

 

 

 

 

 

 

 

 

 

 

 

EDB Parent, LLC (dba Enterprise DB)

Software

11.99%

S + 6.75%

07/07/28

$

17,879

 

$

17,463

 

$

17,432

 

 (5) (6) (7)

EDB Parent, LLC (dba Enterprise DB)

Software

11.99%

S + 6.75%

07/07/28

 

6,958

 

 

2,068

 

 

1,894

 

 (5) (6) (7) (8)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

19,531

 

 

19,326

 

 

2nd Lien/Senior Secured Debt 0.67%

 

 

 

 

 

 

 

 

 

 

 

Zep Inc.

Chemicals

13.79%

L + 8.25%

08/11/25

$

15,410

 

$

15,389

 

$

8,476

 

 (6)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

15,389

 

 

8,476

 

 

Unsecured Debt 0.52%

 

 

 

 

 

 

 

 

 

 

 

CivicPlus LLC

Software

17.09%

S + 11.75% PIK

06/09/34

$

6,734

 

$

6,569

 

$

6,566

 

 (5) (6) (7)

Total Unsecured Debt

 

 

 

 

 

 

 

6,569

 

 

6,566

 

 

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

14


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2023 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)

Industry

Initial
Acquisition
Date
(12)

 

Par/Shares(3)

 

Cost

 

Fair
Value

 

Footnotes

Preferred Stock - 3.52%

 

 

 

 

 

 

 

 

 

 

Broadway Parent, LLC

Diversified Financial Services

01/25/21

 

 

3,700,000

 

$

3,718

 

$

6,144

 

 (5) (7) (13)

CloudBees, Inc.

Software

11/24/21

 

 

1,038,917

 

 

11,623

 

 

12,758

 

 (5) (7) (13)

Diligent Corporation

Professional Services

04/06/21

 

 

4,400

 

 

4,290

 

 

5,424

 

 (5) (7) (13)

Foundation Software

Construction & Engineering

08/31/20

 

 

912

 

 

912

 

 

1,173

 

 (5) (7) (13)

Governmentjobs.com, Inc. (dba NeoGov)

Software

12/02/21

 

 

9,549

 

 

9,310

 

 

10,966

 

 (5) (7) (13)

MedeAnalytics, Inc.

Health Care Technology

10/09/20

 

 

 

 

 

 

 

 (5) (7) (10) (13) (14)

WSO2, Inc.

IT Services

11/04/21

 

 

509,767

 

 

8,052

 

 

7,956

 

 (5) (7) (13)

Total Preferred Stock

 

 

 

 

 

 

37,905

 

 

44,421

 

 

Common Stock - 1.06%

 

 

 

 

 

 

 

 

 

 

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

03/10/21

 

 

26,555

 

$

2,655

 

$

2,456

 

 (5) (7) (13)

Exostar LLC - Class B

Aerospace & Defense

07/06/20

 

 

1,424,165

 

 

 

 

1,752

 

 (5) (7) (13)

Foundation Software - Class B

Construction & Engineering

08/31/20

 

 

490,234

 

 

 

 

431

 

 (5) (7) (13)

MedeAnalytics, Inc.

Health Care Technology

04/21/23

 

 

373

 

 

 

 

 

 (7) (10) (13)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

07/06/22

 

 

1,000

 

 

1,000

 

 

1,455

 

 (5) (7) (10) (13)

Total Vision LLC

Health Care Providers & Services

07/15/21

 

 

115,714

 

 

2,150

 

 

2,106

 

 (5) (7) (13)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

08/11/21

 

 

3,044

 

 

3,091

 

 

3,315

 

 (5) (7) (13)

Whitewater Holding Company LLC

Diversified Consumer Services

12/21/21

 

 

21,000

 

 

2,100

 

 

1,925

 

 (5) (7) (13)

Total Common Stock

 

 

 

 

 

 

10,996

 

 

13,440

 

 

Warrants - 0.03%

 

 

 

 

 

 

 

 

 

 

CloudBees, Inc.

Software

11/24/21

 

 

300,946

 

$

1,666

 

$

406

 

 (5) (7) (13)

Total Warrants

 

 

 

 

 

 

1,666

 

 

406

 

 

Total Investments - 211.36%

 

 

 

 

 

$

2,718,545

 

$

2,672,222

 

 

Investments in Affiliated Money Market Fund - 10.66%

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund - Institutional Shares

 

 

 

 

134,787,186

 

$

134,787

 

$

134,787

 

 (6) (15) (16)

Total Investments in Affiliated Money Market Fund

 

 

 

 

 

 

134,787

 

 

134,787

 

 

Total Investments and Investments in Affiliated Money Market Fund - 222.02%

 

 

 

 

 

$

2,853,332

 

$

2,807,009

 

 

(1)
Percentages are based on net assets.
(2)
Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of June 30, 2023, rates for the 12 month, 6 month, 3 month and 1 month L are 6.04%, 5.76%, 5.55% and 5.22%, respectively. As of June 30, 2023, 1 month S was 5.14%, 3 month S was 5.27%, 3 month SN was 4.39%, P was 8.25%, and Canadian Prime rate ("CDN P") was 6.95%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2023.
(3)
Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”).
(4)
The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2023, the aggregate fair value of these securities is $134,304 or 4.72% of the Company’s total assets.
(5)
Represents 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”.
(6)
All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Revolving Credit Facility”). See Note 6 “Debt”.
(7)
The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(8)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies".
(9)
The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(10)
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 accompanying notes are part of these unaudited consolidated financial statements.

15


Table of Contents

(11)
In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(12)
Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of June 30, 2023, the aggregate fair value of these securities is $58,267 or 4.61% of the Company's net assets. The initial acquisition dates have been included for such securities.
(13)
Non-income producing security.
(14)
Share amount rounds to less than 1.
(15)
The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(16)
The annualized seven-day yield as of June 30, 2023 is 5.02%.

PIK – Payment-In-Kind

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

16


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2022

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate and
Spread (+)

Maturity

 

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

1st Lien/Senior Secured Debt - 206.50%

 

 

 

 

 

 

 

 

 

 

 

 

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

10.73%

S + 6.00%

11/06/26

$

 

8,546

 

$

8,460

 

$

8,439

 

 (1) (2) (3) (4)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

11.46%

P + 6.00%

11/06/26

 

 

846

 

 

688

 

 

685

 

 (1) (2) (3) (4) (5)

1272775 B.C. LTD. (dba Everest Clinical Research)

Professional Services

11.45%

CDN P + 4.75%

11/06/26

CAD

 

418

 

 

312

 

 

305

 

 (1) (2) (3) (4)

3SI Security Systems, Inc.

Commercial Services & Supplies

11.24%

L + 6.50%

12/16/24

 

 

2,059

 

 

2,038

 

 

1,992

 

 (3) (4)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

9.99%

L + 6.25%

03/10/27

 

 

14,667

 

 

14,405

 

 

14,373

 

 (2) (3) (4)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

9.99%

L + 6.25%

03/10/27

 

 

2,751

 

 

1,513

 

 

1,482

 

 (2) (3) (4) (5)

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

10.64%

L + 6.25%

03/10/27

 

 

1,100

 

 

532

 

 

528

 

 (2) (3) (4) (5)

Acquia, Inc.

Software

10.74%

L + 7.00%

10/31/25

 

 

24,940

 

 

24,615

 

 

24,379

 

 (2) (3) (4)

Acquia, Inc.

Software

12.16%

L + 7.00%

10/31/25

 

 

1,933

 

 

1,115

 

 

1,093

 

 (2) (3) (4) (5)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

10.08%

S + 5.50%

05/08/28

 

 

24,130

 

 

23,689

 

 

23,647

 

 (2) (3) (4)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

 

S + 6.00%

05/08/28

 

 

2,330

 

 

(42

)

 

(47

)

 (2) (3) (4) (5)

Admiral Buyer, Inc. (dba Fidelity Payment Services)

Diversified Financial Services

 

S + 6.00%

05/08/28

 

 

6,510

 

 

(58

)

 

(130

)

 (2) (3) (4) (5)

Apptio, Inc.

IT Services

9.94%

L + 6.00%

01/10/25

 

 

26,813

 

 

26,357

 

 

26,545

 

 (3) (4)

Apptio, Inc.

IT Services

9.93%

L + 6.00%

01/10/25

 

 

769

 

 

447

 

 

454

 

 (3) (4) (5)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

10.03%

S + 7.00%

07/01/26

 

 

35,280

 

 

34,740

 

 

34,222

 

 (2) (3) (4)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

12.01%

S + 8.00%

07/01/26

 

 

2,127

 

 

2,127

 

 

2,121

 

 (2) (3) (4)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

12.35%

S + 8.00%

07/01/26

 

 

5,900

 

 

2,040

 

 

2,025

 

 (2) (3) (4) (5)

AQ Helios Buyer, Inc. (dba SurePoint)

Software

 

S + 7.00%

07/01/26

 

 

4,160

 

 

(59

)

 

(125

)

 (2) (3) (4) (5)

Argos Health Holdings, Inc

Health Care Providers & Services

9.72%

L + 5.50%

12/03/27

 

 

19,750

 

 

19,416

 

 

19,158

 

 (2) (3) (4)

Aria Systems, Inc.

Diversified Financial Services

11.44%

S + 7.00%

06/30/26

 

 

24,702

 

 

24,376

 

 

23,899

 

 (2) (3) (4)

Assembly Intermediate LLC

Diversified Consumer Services

11.23%

L + 6.50%

10/19/27

 

 

39,908

 

 

39,242

 

 

39,310

 

 (2) (3) (4)

Assembly Intermediate LLC

Diversified Consumer Services

10.77%

L + 6.50%

10/19/27

 

 

9,977

 

 

5,456

 

 

5,437

 

 (2) (3) (4) (5)

Assembly Intermediate LLC

Diversified Consumer Services

11.05%

L + 6.50%

10/19/27

 

 

3,991

 

 

1,532

 

 

1,536

 

 (2) (3) (4) (5)

Bigchange Group Limited

Software

9.43%

SN + 6.00%

12/23/26

GBP

 

10,810

 

 

14,265

 

 

12,775

 

 (1) (2) (3) (4)

Bigchange Group Limited

Software

9.43%

SN + 6.00%

12/23/26

GBP

 

790

 

 

450

 

 

424

 

 (1) (2) (3) (4) (5)

Bigchange Group Limited

Software

 

SN + 6.00%

12/23/26

GBP

 

2,160

 

 

(49

)

 

(59

)

 (1) (2) (3) (4) (5)

Broadway Technology, LLC

Diversified Financial Services

11.34%

S + 6.50%

01/08/26

 

 

23,777

 

 

23,440

 

 

23,539

 

 (2) (3) (4)

Broadway Technology, LLC

Diversified Financial Services

 

S + 6.50%

01/08/26

 

 

1,010

 

 

(16

)

 

(10

)

 (2) (3) (4) (5)

BSI3 Menu Buyer, Inc (dba Kydia)

Diversified Financial Services

10.44%

S + 6.00%

01/25/28

 

 

48,084

 

 

47,351

 

 

46,161

 

 (2) (3) (4)

BSI3 Menu Buyer, Inc (dba Kydia)

Diversified Financial Services

 

S + 6.00%

01/25/28

 

 

1,924

 

 

(29

)

 

(77

)

 (2) (3) (4) (5)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

13,561

 

 

13,398

 

 

13,358

 

 (2) (3) (4)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

2,415

 

 

2,405

 

 

2,378

 

 (2) (3) (4)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

628

 

 

620

 

 

618

 

 (2) (3) (4)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

693

 

 

311

 

 

309

 

 (2) (3) (4) (5)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

281

 

 

278

 

 

277

 

 (2) (3) (4)

Bullhorn, Inc.

Professional Services

10.48%

L + 5.75%

09/30/26

 

 

224

 

 

221

 

 

221

 

 (2) (3) (4)

Businessolver.com, Inc.

Health Care Technology

9.67%

L + 5.50%

12/01/27

 

 

16,696

 

 

16,554

 

 

16,529

 

 (2) (3) (4)

Businessolver.com, Inc.

Health Care Technology

9.88%

L + 5.50%

12/01/27

 

 

4,528

 

 

367

 

 

342

 

 (2) (3) (4) (5)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

11.38%

S + 6.50%

10/01/26

 

 

39,824

 

 

39,287

 

 

38,630

 

 (2) (3) (4)

Capitol Imaging Acquisition Corp.

Health Care Providers & Services

13.00%

P + 5.50%

10/01/25

 

 

9,170

 

 

7,140

 

 

6,969

 

 (2) (4) (5)

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

17


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

 

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

11.84%

S + 7.00% (incl. 0.75% PIK)

07/01/24

$

 

18,099

 

$

17,983

 

$

16,741

 

 (2) (3) (4)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

11.84%

S + 7.00% (incl. 0.75% PIK)

07/01/24

 

 

4,540

 

 

4,509

 

 

4,200

 

 (2) (3) (4)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

11.84%

S + 7.00% (incl. 0.75% PIK)

07/01/24

 

 

1,764

 

 

1,755

 

 

1,631

 

 (2) (3) (4)

CFS Management, LLC (dba Center for Sight Management)

Health Care Providers & Services

11.84%

S + 7.00%

07/01/24

 

 

919

 

 

293

 

 

232

 

 (2) (3) (4) (5)

Checkmate Finance Merger Sub, LLC

Entertainment

11.23%

L + 6.50%

12/31/27

 

 

28,095

 

 

27,611

 

 

27,252

 

 (2) (3) (4)

Checkmate Finance Merger Sub, LLC

Entertainment

 

L + 6.50%

12/31/27

 

 

2,831

 

 

(47

)

 

(85

)

 (2) (3) (4) (5)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

10.83%

S + 6.25%

05/18/29

 

 

42,768

 

 

41,784

 

 

41,485

 

 (2) (3) (4)

Chronicle Bidco Inc. (dba Lexitas)

Professional Services

 

S + 6.25%

05/18/29

 

 

3,676

 

 

(69

)

 

(110

)

 (2) (3) (4) (5)

CivicPlus LLC

Software

11.48%

L + 6.75% (incl. 2.50% PIK)

08/24/27

 

 

5,777

 

 

5,673

 

 

5,633

 

 (2) (3) (4)

CivicPlus LLC

Software

11.48%

L + 6.75% (incl. 2.50% PIK)

08/24/27

 

 

5,724

 

 

5,619

 

 

5,581

 

 (2) (3) (4)

CivicPlus LLC

Software

11.48%

L + 6.75% (incl. 2.50% PIK)

08/24/27

 

 

2,691

 

 

2,640

 

 

2,624

 

 (2) (3) (4)

CivicPlus LLC

Software

 

L + 6.75% (incl. 2.50% PIK)

08/24/27

 

 

1,112

 

 

(20

)

 

(28

)

 (2) (3) (4) (5)

Clearcourse Partnership Acquireco Finance Limited

IT Services

10.69%

SN + 7.25% (Incl. 0.75% PIK)

07/25/28

GBP

 

5,379

 

 

6,324

 

 

6,340

 

 (1) (2) (3) (4)

Clearcourse Partnership Acquireco Finance Limited

IT Services

9.55%

SN + 7.25% PIK

07/25/28

GBP

 

4,771

 

 

1,864

 

 

1,894

 

 (1) (2) (3) (4) (5)

CloudBees, Inc.

Software

11.39%

L + 7.00% (incl. 2.50% PIK)

11/24/26

 

 

25,890

 

 

24,568

 

 

25,437

 

 (2) (3) (4)

CloudBees, Inc.

Software

11.39%

L + 7.00% (incl. 2.50% PIK)

11/24/26

 

 

11,727

 

 

10,443

 

 

10,857

 

 (2) (3) (4) (5)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

9.82%

S + 5.50%

05/11/28

 

 

13,556

 

 

13,305

 

 

13,217

 

 (2) (3) (4)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

9.82%

S + 5.50%

05/11/28

 

 

1,938

 

 

354

 

 

339

 

 (2) (3) (4) (5)

Coding Solutions Acquisition, Inc.

Health Care Providers & Services

 

S + 5.50%

05/11/28

 

 

4,077

 

 

(37

)

 

(102

)

 (2) (3) (4) (5)

CORA Health Holdings Corp

Health Care Providers & Services

10.48%

L + 5.75%

06/15/27

 

 

20,404

 

 

20,172

 

 

18,160

 

 (2) (3) (4)

CORA Health Holdings Corp

Health Care Providers & Services

10.31%

L + 5.75%

06/15/27

 

 

8,090

 

 

298

 

 

(544

)

 (2) (3) (4) (5)

CorePower Yoga LLC

Diversified Consumer Services

11.73%

L + 7.00% (incl. 5.00% PIK)

05/14/25

 

 

9,860

 

 

9,790

 

 

8,061

 

 (2) (3) (4)

CorePower Yoga LLC

Diversified Consumer Services

11.72%

L + 7.00% (incl. 5.00% PIK)

05/14/25

 

 

633

 

 

207

 

 

96

 

 (2) (3) (4) (5)

DECA Dental Holdings LLC

Health Care Providers & Services

10.48%

L + 5.75%

08/28/28

 

 

19,413

 

 

19,086

 

 

18,442

 

 (2) (3) (4)

DECA Dental Holdings LLC

Health Care Providers & Services

10.48%

L + 5.75%

08/28/28

 

 

6,699

 

 

1,971

 

 

1,708

 

 (2) (3) (4) (5)

DECA Dental Holdings LLC

Health Care Providers & Services

10.48%

L + 5.75%

08/26/27

 

 

1,552

 

 

1,321

 

 

1,267

 

 (2) (3) (4) (5)

Diligent Corporation

Professional Services

10.63%

L + 6.25%

08/04/25

 

 

20,608

 

 

20,320

 

 

20,556

 

 (2) (3) (4)

Diligent Corporation

Professional Services

10.13%

L + 5.75%

08/04/25

 

 

12,773

 

 

12,691

 

 

12,613

 

 (2) (3) (4)

Diligent Corporation

Professional Services

10.13%

L + 5.75%

08/04/25

 

 

8,675

 

 

8,621

 

 

8,567

 

 (2) (3) (4)

Diligent Corporation

Professional Services

10.63%

L + 6.25%

08/04/25

 

 

1,724

 

 

1,700

 

 

1,719

 

 (2) (3) (4)

Diligent Corporation

Professional Services

10.63%

L + 6.25%

08/04/25

 

 

1,087

 

 

1,072

 

 

1,084

 

 (2) (3) (4)

Diligent Corporation

Professional Services

10.63%

L + 6.25%

08/04/25

 

 

3,503

 

 

1,017

 

 

1,042

 

 (2) (3) (4) (5)

Elemica Parent, Inc.

Chemicals

10.74%

L + 6.00%

09/18/25

 

 

3,511

 

 

3,467

 

 

3,371

 

 (2) (3) (4)

Elemica Parent, Inc.

Chemicals

10.58%

S + 6.00%

09/18/25

 

 

1,372

 

 

1,346

 

 

1,317

 

 (2) (3) (4)

Elemica Parent, Inc.

Chemicals

10.68%

S + 6.00%

09/18/25

 

 

686

 

 

677

 

 

659

 

 (2) (3) (4)

Elemica Parent, Inc.

Chemicals

10.68%

S + 6.00%

09/18/25

 

 

513

 

 

503

 

 

492

 

 (2) (3) (4)

Elemica Parent, Inc.

Chemicals

10.51%

S + 6.00%

09/18/25

 

 

470

 

 

464

 

 

451

 

 (2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.75%

S + 5.75%

12/06/25

 

 

8,571

 

 

8,413

 

 

8,399

 

 (2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.67%

S + 5.25%

12/06/25

 

 

6,237

 

 

6,187

 

 

6,035

 

 (2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.67%

S + 5.50%

12/06/25

 

 

2,955

 

 

2,914

 

 

2,859

 

 (2) (3) (4)

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

18


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.67%

S + 5.25%

12/06/25

$

2,934

 

$

2,899

 

$

2,839

 

 (2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.67%

S + 5.25%

12/06/25

 

2,688

 

 

2,665

 

 

2,601

 

 (2) (3) (4)

Eptam Plastics, Ltd.

Health Care Equipment & Supplies

9.67%

S + 5.25%

12/06/25

 

1,365

 

 

126

 

 

92

 

 (2) (3) (4) (5)

ESO Solutions, Inc

Health Care Technology

11.59%

S + 7.00%

05/03/27

 

36,294

 

 

35,733

 

 

35,750

 

 (2) (3) (4)

ESO Solutions, Inc

Health Care Technology

 

S + 7.00%

05/03/27

 

3,292

 

 

(48

)

 

(49

)

 (2) (3) (4) (5)

Everest Clinical Research Corporation

Professional Services

10.65%

S + 6.00%

11/06/26

 

5,450

 

 

5,342

 

 

5,382

 

 (1) (2) (3) (4)

Experity, Inc.

Health Care Technology

10.48%

L + 5.75%

02/24/28

 

34,005

 

 

33,873

 

 

33,495

 

 (2) (3) (4)

Experity, Inc.

Health Care Technology

 

L + 5.75%

02/24/28

 

3,023

 

 

(12

)

 

(45

)

 (2) (3) (4) (5)

Fullsteam Operations LLC

Diversified Financial Services

12.23%

L + 7.50% (Incl. 5.25% PIK)

10/04/27

 

53,981

 

 

52,748

 

 

52,632

 

 (2) (3) (4)

Fullsteam Operations LLC

Diversified Financial Services

12.23%

L + 7.50% (Incl. 5.25% PIK)

10/04/27

 

20,906

 

 

20,398

 

 

20,383

 

 (2) (3) (4)

Fullsteam Operations LLC

Diversified Financial Services

12.23%

L + 7.50% (Incl. 5.25% PIK)

10/04/27

 

3,067

 

 

1,001

 

 

993

 

 (2) (3) (4) (5)

Fullsteam Operations LLC

Diversified Financial Services

 

L + 7.50% (Incl. 5.25% PIK)

10/04/27

 

764

 

 

(16

)

 

(19

)

 (2) (4) (5)

Gainsight, Inc.

Software

11.16%

L + 6.75% PIK

07/30/27

 

40,594

 

 

40,066

 

 

39,072

 

 (2) (3) (4)

Gainsight, Inc.

Software

 

L + 6.75%

07/30/27

 

4,830

 

 

(65

)

 

(181

)

 (2) (3) (4) (5)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

12.98%

S + 8.25% (Incl. 3.75% PIK)

06/24/26

 

13,845

 

 

13,682

 

 

13,014

 

 (2) (3) (4)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

12.98%

S + 8.25% (Incl. 3.75% PIK)

06/24/26

 

2,422

 

 

2,394

 

 

2,277

 

 (2) (3) (4)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

12.98%

S + 8.25% (Incl. 3.75% PIK)

06/24/26

 

905

 

 

891

 

 

850

 

 (2) (3) (4)

GHA Buyer Inc. (dba Cedar Gate)

Health Care Technology

 

S + 8.25% (Incl. 3.75% PIK)

06/24/26

 

1,749

 

 

(20

)

 

(105

)

 (2) (4) (5)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

9.64%

L + 5.50%

01/29/27

 

26,375

 

 

25,892

 

 

25,715

 

 (2) (3)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

10.14%

L + 6.00%

01/29/27

 

3,444

 

 

3,390

 

 

3,358

 

 (2) (3)

GovDelivery Holdings, LLC (dba Granicus, Inc.)

Software

10.69%

L + 6.50%

01/29/27

 

2,337

 

 

760

 

 

726

 

 (2) (5)

Governmentjobs.com, Inc. (dba NeoGov)

Software

9.88%

L + 5.50%

12/01/28

 

37,908

 

 

37,825

 

 

37,245

 

 (2) (3) (4)

Governmentjobs.com, Inc. (dba NeoGov)

Software

 

L + 5.50%

12/02/27

 

4,244

 

 

(9

)

 

(74

)

 (2) (3) (4) (5)

Governmentjobs.com, Inc. (dba NeoGov)

Software

 

L + 5.50%

12/01/28

 

13,262

 

 

(14

)

 

(232

)

 (2) (3) (4) (5)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

9.92%

L + 5.75%

05/22/26

 

22,855

 

 

22,648

 

 

22,055

 

 (2) (3)

GS AcquisitionCo, Inc. (dba Insightsoftware)

Diversified Financial Services

 

L + 5.75%

05/22/26

 

914

 

 

(9

)

 

(32

)

 (2) (3) (5)

HealthEdge Software, Inc.

Health Care Technology

11.74%

L + 7.00%

04/09/26

 

32,000

 

 

31,496

 

 

31,280

 

 (2) (3) (4)

HealthEdge Software, Inc.

Health Care Technology

11.74%

L + 7.00%

04/09/26

 

2,964

 

 

2,964

 

 

2,897

 

 (2) (3) (4)

HealthEdge Software, Inc.

Health Care Technology

 

L + 7.00%

04/09/26

 

3,400

 

 

(52

)

 

(77

)

 (2) (3) (4) (5)

HealthEdge Software, Inc.

Health Care Technology

 

L + 7.00%

04/09/26

 

8,500

 

 

(65

)

 

(191

)

 (2) (3) (4) (5)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

10.38%

L + 6.00%

12/15/26

 

17,557

 

 

17,336

 

 

17,206

 

 (2) (3) (4)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

10.10%

L + 5.75%

12/15/26

 

18,616

 

 

13,934

 

 

13,668

 

 (2) (3) (4) (5)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

10.38%

L + 6.00%

12/15/26

 

13,471

 

 

13,365

 

 

13,202

 

 (2) (3) (4)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

10.38%

L + 6.00%

12/15/26

 

7,279

 

 

7,167

 

 

7,134

 

 (2) (3) (4)

Helios Buyer, Inc. (dba Heartland)

Diversified Consumer Services

 

L + 6.00%

12/15/26

 

2,199

 

 

(30

)

 

(44

)

 (2) (4) (5)

Honor HN Buyer, Inc

Health Care Providers & Services

10.48%

S + 5.75%

10/15/27

 

21,875

 

 

21,511

 

 

21,383

 

 (2) (3) (4)

Honor HN Buyer, Inc

Health Care Providers & Services

10.48%

S + 5.75%

10/15/27

 

13,816

 

 

5,801

 

 

5,654

 

 (2) (3) (4) (5)

Honor HN Buyer, Inc

Health Care Providers & Services

 

S + 5.75%

10/15/27

 

2,542

 

 

(41

)

 

(57

)

 (2) (3) (4) (5)

Honor HN Buyer, Inc

Health Care Providers & Services

 

S + 5.75%

10/15/27

 

19,555

 

 

(183

)

 

(440

)

 (2) (4) (5)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

10.57%

L + 6.00%

10/23/26

 

32,007

 

 

31,627

 

 

30,407

 

 (1) (2) (3) (4)

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

19


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

 

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

10.69%

L + 6.00%

10/23/26

$

 

10,263

 

$

10,184

 

$

9,750

 

 (1) (2) (3) (4)

HowlCO LLC (dba Lone Wolf)

Real Estate Mgmt. & Development

10.73%

L + 6.00%

10/23/26

 

 

9,818

 

 

9,755

 

 

9,327

 

 (1) (2) (3) (4)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.14%

L + 6.75%

07/09/25

 

 

26,485

 

 

26,225

 

 

25,690

 

 (2) (3) (4)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.14%

L + 6.75%

07/09/25

 

 

5,493

 

 

5,416

 

 

5,329

 

 (2) (3) (4)

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

Hotels, Restaurants & Leisure

11.14%

L + 6.75%

07/09/25

 

 

2,186

 

 

1,074

 

 

1,027

 

 (2) (3) (4) (5)

HumanState Limited (dba PayProp)

Diversified Consumer Services

9.43%

SN + 6.00%

11/23/28

GBP

 

1,000

 

 

1,189

 

 

1,191

 

 (1) (2) (3)

HumanState Limited (dba PayProp)

Diversified Consumer Services

 

SN + 6.00%

11/23/28

GBP

 

100

 

 

(4

)

 

(2

)

 (1) (2) (3) (5)

HumanState Limited (dba PayProp)

Diversified Consumer Services

 

SN + 6.00%

11/23/28

GBP

 

270

 

 

(2

)

 

(2

)

 (1) (2) (3) (5)

iCIMS, Inc.

Professional Services

11.52%

S + 7.25% (Incl. 3.88% PIK)

08/18/28

 

 

38,211

 

 

37,574

 

 

37,543

 

 (2) (3) (4)

iCIMS, Inc.

Professional Services

 

S + 7.25% (Incl. 3.88% PIK)

08/18/28

 

 

3,639

 

 

(60

)

 

(64

)

 (2) (3) (4) (5)

iCIMS, Inc.

Professional Services

 

S + 7.25%

08/18/28

 

 

10,150

 

 

 

 

(178

)

 (2) (3) (4) (5)

Intelligent Medical Objects, Inc.

Health Care Technology

10.62%

S + 6.00%

05/11/29

 

 

11,386

 

 

11,175

 

 

11,159

 

 (2) (3) (4)

Intelligent Medical Objects, Inc.

Health Care Technology

10.61%

S + 6.00%

05/11/28

 

 

1,396

 

 

240

 

 

237

 

 (2) (3) (4) (5)

Intelligent Medical Objects, Inc.

Health Care Technology

 

S + 6.00%

05/11/29

 

 

2,690

 

 

(25

)

 

(54

)

 (2) (3) (4) (5)

Internet Truckstop Group, LLC (dba Truckstop)

Transportation Infrastructure

10.23%

L + 5.50%

04/02/25

 

 

38,291

 

 

37,723

 

 

37,812

 

 (2) (3) (4)

Kaseya Inc.

IT Services

10.33%

S + 5.75%

06/25/29

 

 

16,900

 

 

16,661

 

 

16,646

 

 (2) (3) (4)

Kaseya Inc.

IT Services

 

S + 5.75%

06/25/29

 

 

1,010

 

 

(7

)

 

(15

)

 (2) (3) (4) (5)

Kaseya Inc.

IT Services

 

S + 5.75%

06/25/29

 

 

1,010

 

 

(14

)

 

(15

)

 (2) (3) (4) (5)

LS Clinical Services Holdings, Inc (dba CATO)

Pharmaceuticals

11.48%

L + 6.75%

12/16/27

 

 

13,828

 

 

13,533

 

 

13,448

 

 (2) (3) (4)

LS Clinical Services Holdings, Inc (dba CATO)

Pharmaceuticals

11.18%

L + 6.75%

12/16/26

 

 

1,995

 

 

1,956

 

 

1,941

 

 (2) (3) (4)

MedeAnalytics, Inc.

Health Care Technology

 

S + 8.00% (incl. 1.50% PIK)

10/09/26

 

 

43,737

 

 

41,615

 

 

34,552

 

 (2) (3) (4) (6)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

9.31%

S + 6.00%

06/01/28

 

 

19,779

 

 

19,415

 

 

19,186

 

 (2) (3) (4)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

10.63%

S + 6.00%

06/01/28

 

 

4,968

 

 

3,234

 

 

3,204

 

 (2) (3) (4) (5)

MerchantWise Solutions, LLC (dba HungerRush)

Diversified Financial Services

 

S + 6.00%

06/01/28

 

 

2,485

 

 

(45

)

 

(75

)

 (2) (3) (4) (5)

Millstone Medical Outsourcing, LLC

Health Care Providers & Services

10.87%

S + 6.00%

12/15/27

 

 

9,231

 

 

9,074

 

 

9,047

 

 (2) (3) (4)

Millstone Medical Outsourcing, LLC

Health Care Providers & Services

12.5%

P + 5.00%

12/15/27

 

 

1,998

 

 

366

 

 

360

 

 (2) (3) (4) (5)

MRI Software LLC

Real Estate Mgmt. & Development

10.23%

L + 5.50%

02/10/26

 

 

27,464

 

 

27,138

 

 

26,331

 

 (3)

MRI Software LLC

Real Estate Mgmt. & Development

10.23%

L + 5.50%

02/10/26

 

 

16,460

 

 

16,364

 

 

15,781

 

 (3)

MRI Software LLC

Real Estate Mgmt. & Development

 

L + 5.50%

02/10/26

 

 

1,143

 

 

(6

)

 

(47

)

 (3) (5)

MRI Software LLC

Real Estate Mgmt. & Development

 

L + 5.50%

02/10/26

 

 

3,238

 

 

(13

)

 

(134

)

 (2) (5)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

10.13%

L + 5.75%

11/30/27

 

 

15,391

 

 

15,137

 

 

14,929

 

 (2) (3) (4)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

10.27%

L + 5.75%

11/30/27

 

 

15,625

 

 

12,621

 

 

12,397

 

 (2) (3) (4) (5)

NFM & J, L.P. (dba the Facilities Group)

Professional Services

 

L + 5.75%

11/30/27

 

 

2,696

 

 

(45

)

 

(81

)

 (2) (3) (4) (5)

One GI LLC

Health Care Providers & Services

11.13%

L + 6.75%

12/22/25

 

 

20,978

 

 

20,704

 

 

19,929

 

 (2) (3) (4)

One GI LLC

Health Care Providers & Services

11.13%

L + 6.75%

12/22/25

 

 

10,307

 

 

10,148

 

 

9,791

 

 (2) (3) (4)

One GI LLC

Health Care Providers & Services

11.13%

L + 6.75%

12/22/25

 

 

8,722

 

 

8,610

 

 

8,286

 

 (2) (3) (4)

One GI LLC

Health Care Providers & Services

11.07%

L + 6.75%

12/22/25

 

 

5,679

 

 

5,543

 

 

5,357

 

 (2) (3) (4) (5)

One GI LLC

Health Care Providers & Services

 

L + 6.75%

12/22/25

 

 

3,246

 

 

(42

)

 

(162

)

 (2) (3) (4) (5)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

12.54%

S + 7.50%

07/18/28

 

 

22,055

 

 

21,639

 

 

21,614

 

 (2) (3) (4)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

12.54%

S + 7.50%

07/18/28

 

 

2,145

 

 

2,125

 

 

2,102

 

 (2) (3) (4)

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

20


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

12.53%

S + 7.50%

07/18/28

$

2,530

 

$

1,170

 

$

1,119

 

 (2) (3) (4) (5)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

 

S + 6.75%

07/18/28

 

1,705

 

 

(32

)

 

(34

)

 (2) (3) (4) (5)

PDDS Holdco, Inc. (dba Planet DDS)

Health Care Technology

 

S + 6.75%

07/18/28

 

2,530

 

 

(23

)

 

(51

)

 (2) (3) (4) (5)

Picture Head Midco LLC

Entertainment

11.11%

S + 6.75%

08/31/23

 

19,521

 

 

19,416

 

 

19,130

 

 (2) (3) (4)

Pioneer Buyer I, LLC

Software

11.72%

L + 7.00% PIK

11/01/28

 

23,810

 

 

23,438

 

 

23,334

 

 (2) (3) (4)

Pioneer Buyer I, LLC

Software

 

L + 7.00%

11/01/27

 

3,900

 

 

(63

)

 

(78

)

 (2) (3) (4) (5)

Pluralsight, Inc

Professional Services

11.83%

L + 8.00%

04/06/27

 

68,747

 

 

67,688

 

 

67,200

 

 (2) (3) (4)

Pluralsight, Inc

Professional Services

12.36%

L + 8.00%

04/06/27

 

4,600

 

 

2,234

 

 

2,196

 

 (2) (3) (4) (5)

Premier Care Dental Management, LLC

Health Care Providers & Services

9.88%

L + 5.50%

08/05/28

 

16,906

 

 

16,623

 

 

16,399

 

 (2) (3) (4)

Premier Care Dental Management, LLC

Health Care Providers & Services

9.88%

L + 5.50%

08/05/28

 

9,172

 

 

7,647

 

 

7,475

 

 (2) (3) (4) (5)

Premier Care Dental Management, LLC

Health Care Providers & Services

9.73%

L + 5.50%

08/05/27

 

2,769

 

 

880

 

 

840

 

 (2) (3) (4) (5)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

10.13%

L + 5.75%

01/02/25

 

16,404

 

 

16,269

 

 

15,994

 

 (2) (3) (4)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

10.13%

L + 5.75%

01/02/25

 

10,831

 

 

10,720

 

 

10,560

 

 (2) (3) (4)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

10.13%

L + 5.75%

01/02/25

 

4,580

 

 

4,533

 

 

4,466

 

 (2) (3) (4)

Premier Imaging, LLC (dba Lucid Health)

Health Care Providers & Services

10.13%

L + 5.75%

01/02/25

 

10,242

 

 

2,832

 

 

2,680

 

 (2) (3) (4) (5)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

10.64%

L + 6.25%

07/06/26

 

40,093

 

 

39,438

 

 

39,291

 

 (2) (3) (4)

Project Eagle Holdings, LLC (dba Exostar)

Aerospace & Defense

 

L + 6.50%

07/06/26

 

3,418

 

 

(51

)

 

(68

)

 (2) (3) (4) (5)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

10.67%

L + 6.50%

01/30/26

 

17,147

 

 

16,920

 

 

16,932

 

 (1) (2) (3) (4)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

10.67%

L + 6.50%

01/30/26

 

7,015

 

 

6,910

 

 

6,928

 

 (1) (2) (3) (4)

Prophix Software Inc. (dba Pound Bidco)

Diversified Financial Services

 

L + 6.50%

01/30/26

 

3,118

 

 

(39

)

 

(39

)

 (1) (2) (4) (5)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

10.23%

L + 5.50%

11/01/28

 

20,543

 

 

20,364

 

 

19,824

 

 (2) (3)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

10.23%

L + 5.50%

11/01/28

 

1,826

 

 

1,810

 

 

1,762

 

 (2) (3)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

10.23%

L + 5.50%

11/01/28

 

1,762

 

 

1,747

 

 

1,701

 

 (2) (3)

PT Intermediate Holdings III, LLC (dba Parts Town)

Trading Companies & Distributors

10.23%

L + 5.50%

11/01/28

 

1,261

 

 

1,250

 

 

1,217

 

 (2) (3)

Purfoods, LLC

Health Care Providers & Services

10.90%

L + 6.25%

08/12/26

 

24,047

 

 

23,692

 

 

23,505

 

 (2) (3) (4)

Purfoods, LLC

Health Care Providers & Services

10.88%

L + 6.25%

08/12/26

 

16,233

 

 

15,994

 

 

15,868

 

 (2) (3) (4)

Qualawash Holdings, LLC

Commercial Services & Supplies

9.44%

L + 5.50%

08/31/26

 

10,345

 

 

10,211

 

 

10,138

 

 (2) (3) (4)

Qualawash Holdings, LLC

Commercial Services & Supplies

9.89%

L + 5.50%

08/31/26

 

2,607

 

 

2,123

 

 

2,098

 

 (2) (3) (4) (5)

Qualawash Holdings, LLC

Commercial Services & Supplies

 

L + 5.50%

08/31/26

 

2,613

 

 

(33

)

 

(52

)

 (2) (3) (4) (5)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

9.73%

S + 5.00%

06/21/25

 

13,477

 

 

13,367

 

 

13,174

 

 (2) (3) (4)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

9.73%

S + 5.00%

06/21/25

 

9,548

 

 

9,510

 

 

9,333

 

 (2) (3) (4)

Riverpoint Medical, LLC

Health Care Equipment & Supplies

 

S + 5.00%

06/21/25

 

1,806

 

 

(4

)

 

(41

)

 (2) (3) (4) (5)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

10.63%

L + 6.25%

05/25/27

 

19,155

 

 

18,858

 

 

18,819

 

 (1) (2) (3) (4)

Rodeo Buyer Company (dba Absorb Software)

Professional Services

10.49%

L + 6.25%

05/25/27

 

3,065

 

 

261

 

 

253

 

 (1) (2) (4) (5)

Rubrik,Inc.

Software

10.75%

S + 6.50%

06/10/27

 

32,242

 

 

31,657

 

 

31,597

 

 (2) (3) (4)

Rubrik,Inc.

Software

11.45%

S + 7.00%

06/10/27

 

3,685

 

 

1,567

 

 

1,493

 

 (2) (3) (4) (5)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

10.44%

S + 6.00%

07/06/27

 

9,851

 

 

9,669

 

 

9,653

 

 ^ (2) (3) (4)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

 

S + 6.00%

07/06/27

 

1,700

 

 

(31

)

 

(34

)

 ^ (2) (3) (4) (5)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

 

S + 6.00%

07/06/27

 

6,800

 

 

(62

)

 

(136

)

 ^ (2) (3) (4) (5)

SpendMend, LLC

Health Care Providers & Services

10.17%

S + 5.75%

03/01/28

 

12,212

 

 

12,023

 

 

11,907

 

 (2) (3) (4)

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

21


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

Par/
Shares (++)

 

Cost

 

Fair
Value

 

Footnotes

SpendMend, LLC

Health Care Providers & Services

10.17%

S + 5.75%

03/01/28

$

5,339

 

$

2,093

 

$

2,018

 

 (2) (3) (4) (5)

SpendMend, LLC

Health Care Providers & Services

10.17%

S + 5.75%

03/01/28

 

1,605

 

 

189

 

 

174

 

 (2) (3) (4) (5)

StarCompliance Intermediate, LLC

Diversified Financial Services

11.48%

L + 6.75%

01/12/27

 

14,400

 

 

14,192

 

 

14,184

 

 (2) (3) (4)

StarCompliance Intermediate, LLC

Diversified Financial Services

11.48%

L + 6.75%

01/12/27

 

2,319

 

 

2,282

 

 

2,285

 

 (2) (3) (4)

StarCompliance Intermediate, LLC

Diversified Financial Services

11.14%

L + 6.75%

01/12/27

 

2,300

 

 

544

 

 

540

 

 (2) (4) (5)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

10.75%

S + 6.25%

07/02/27

 

37,327

 

 

36,867

 

 

36,394

 

 (2) (3) (4)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

10.75%

S + 6.25%

07/02/27

 

11,198

 

 

11,023

 

 

10,918

 

 (2) (3) (4)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

10.93%

S + 6.25%

07/02/27

 

3,239

 

 

3,144

 

 

3,158

 

 (3) (4)

Sundance Group Holdings, Inc. (dba NetDocuments)

Software

 

S + 6.25%

07/02/27

 

4,479

 

 

(53

)

 

(112

)

 (2) (3) (4) (5)

Sunstar Insurance Group, LLC

Insurance

10.73%

S + 6.00%

10/09/26

 

12,009

 

 

11,833

 

 

11,769

 

 (2) (3) (4)

Sunstar Insurance Group, LLC

Insurance

10.73%

S + 6.00%

10/09/26

 

7,603

 

 

7,495

 

 

7,451

 

 (2) (3) (4)

Sunstar Insurance Group, LLC

Insurance

10.73%

S + 6.00%

10/09/26

 

338

 

 

288

 

 

284

 

 (2) (3) (4) (5)

Sunstar Insurance Group, LLC

Insurance

 

S + 6.00%

10/09/26

 

3,503

 

 

(53

)

 

(70

)

 (2) (3) (4) (5)

Sunstar Insurance Group, LLC

Insurance

 

S + 6.00%

10/09/26

 

18,136

 

 

(328

)

 

(363

)

 (2) (3) (4) (5)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

10.85%

L + 6.13%

08/31/27

 

40,174

 

 

39,442

 

 

39,370

 

 (2) (3) (4)

Superman Holdings, LLC (dba Foundation Software)

Construction & Engineering

 

L + 8.00%

08/31/26

 

5,134

 

 

(79

)

 

(103

)

 (2) (4) (5)

Sweep Purchaser LLC

Commercial Services & Supplies

10.48%

L + 5.75%

11/30/26

 

26,005

 

 

25,642

 

 

25,550

 

 (2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

10.35%

L + 5.75%

11/30/26

 

8,256

 

 

8,139

 

 

8,111

 

 (2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

10.20%

L + 5.75%

11/30/26

 

6,620

 

 

6,523

 

 

6,504

 

 (2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

10.35%

L + 5.75%

11/30/26

 

3,301

 

 

3,247

 

 

3,244

 

 (2) (3) (4)

Sweep Purchaser LLC

Commercial Services & Supplies

10.14%

L + 5.75%

11/30/26

 

4,201

 

 

700

 

 

683

 

 (2) (4) (5)

Syntellis Performance Solutions, LLC (dba Axiom)

Health Care Technology

10.82%

S + 6.50%

08/02/27

 

37,377

 

 

36,565

 

 

36,630

 

 (2) (3) (4)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.24%

S + 6.00%

08/15/25

 

16,561

 

 

16,363

 

 

16,271

 

 (2) (3) (4)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.41%

S + 6.00%

08/15/25

 

8,951

 

 

8,823

 

 

8,794

 

 (2) (3) (4)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

9.91%

S + 5.50%

08/15/25

 

7,164

 

 

7,052

 

 

7,039

 

 (2) (3) (4)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.24%

S + 6.00%

08/15/25

 

3,903

 

 

3,853

 

 

3,835

 

 (2) (3) (4)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.05%

S + 5.50%

08/15/25

 

2,361

 

 

1,862

 

 

1,847

 

 (2) (3) (4) (5)

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

Health Care Providers & Services

10.20%

S + 5.50%

08/15/25

 

3,947

 

 

1,018

 

 

985

 

 (2) (3) (4) (5)

Thrasio, LLC

Internet & Direct Marketing Retail

11.17%

L + 7.00%

12/18/26

 

36,249

 

 

35,781

 

 

33,712

 

 (2) (3) (4)

Thrasio, LLC

Internet & Direct Marketing Retail

 

L + 7.00%

12/18/26

 

13,604

 

 

(52

)

 

(952

)

 (2) (3) (4) (5)

Total Vision LLC

Health Care Providers & Services

10.32%

S + 6.00%

07/15/26

 

15,522

 

 

15,256

 

 

15,212

 

 (2) (3) (4)

Total Vision LLC

Health Care Providers & Services

10.60%

S + 6.00%

07/15/26

 

4,552

 

 

4,485

 

 

4,461

 

 (2) (3) (4)

Total Vision LLC

Health Care Providers & Services

10.22%

S + 6.00%

07/15/26

 

2,275

 

 

2,242

 

 

2,230

 

 (2) (3) (4)

Total Vision LLC

Health Care Providers & Services

10.42%

S + 6.00%

07/15/26

 

9,494

 

 

1,009

 

 

907

 

 (2) (3) (4) (5)

Total Vision LLC

Health Care Providers & Services

 

S + 6.00%

07/15/26

 

1,150

 

 

(16

)

 

(23

)

 (2) (3) (4) (5)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

10.48%

S + 5.75%

12/21/26

 

20,037

 

 

19,754

 

 

19,436

 

 (2) (3) (4)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

10.48%

S + 5.75%

12/21/26

 

6,963

 

 

6,893

 

 

6,754

 

 (2) (3) (4)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

10.45%

S + 5.75%

12/21/26

 

8,622

 

 

4,280

 

 

4,084

 

 (2) (3) (4) (5)

USN Opco LLC (dba Global Nephrology Solutions)

Health Care Providers & Services

10.48%

S + 5.75%

12/21/26

 

2,812

 

 

1,767

 

 

1,721

 

 (2) (4) (5)

Viant Medical Holdings, Inc.

Health Care Equipment & Supplies

10.63%

L + 6.25%

07/02/25

 

18,805

 

 

18,646

 

 

18,100

 

 (2) (3)

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

22


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

Investment #

Industry

Interest
Rate (+)

Reference Rate
and Spread (+)

Maturity

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

11.08%

S + 6.50%

08/11/27

$

31,617

 

$

31,082

 

$

31,064

 

 (2) (3) (4)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

11.07%

S + 6.50% PIK

08/11/27

 

5,716

 

 

3,059

 

 

2,959

 

 (2) (3) (4) (5)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

 

S + 6.50%

08/11/27

 

3,343

 

 

(55

)

 

(59

)

 (2) (3) (4) (5)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

10.65%

L + 5.50%

06/29/27

 

29,631

 

 

29,283

 

 

28,668

 

 (2) (3) (4)

VRC Companies, LLC (dba Vital Records Control)

Commercial Services & Supplies

 

P + 4.50%

06/29/27

 

858

 

 

(10

)

 

(28

)

 (2) (3) (4) (5)

WebPT, Inc.

Health Care Technology

11.48%

L + 6.75%

01/18/28

 

12,701

 

 

12,369

 

 

12,320

 

 (2) (3) (4)

WebPT, Inc.

Health Care Technology

10.98%

L + 6.75%

01/18/28

 

12,434

 

 

12,271

 

 

12,061

 

 (2) (3) (4)

WebPT, Inc.

Health Care Technology

11.26%

L + 6.75%

01/18/28

 

2,146

 

 

802

 

 

763

 

 (2) (3) (4) (5)

WebPT, Inc.

Health Care Technology

 

L + 6.75%

01/18/28

 

2,146

 

 

(14

)

 

(64

)

 (2) (3) (4) (5)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

9.91%

L + 5.50%

01/20/27

 

20,202

 

 

19,906

 

 

19,899

 

 (2) (3) (4)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

L + 5.50%

01/20/27

 

2,400

 

 

(33

)

 

(36

)

 (2) (4) (5)

Wellness AcquisitionCo, Inc. (dba SPINS)

IT Services

 

L + 5.50%

01/20/27

 

3,700

 

 

(31

)

 

(56

)

 (2) (3) (4) (5)

Whitewater Holding Company LLC

Diversified Consumer Services

10.48%

L + 5.75%

12/21/27

 

15,628

 

 

15,361

 

 

15,198

 

 (2) (3) (4)

Whitewater Holding Company LLC

Diversified Consumer Services

10.48%

L + 5.75%

12/21/27

 

5,245

 

 

5,152

 

 

5,101

 

 (2) (3) (4)

Whitewater Holding Company LLC

Diversified Consumer Services

10.48%

L + 5.75%

12/21/27

 

5,213

 

 

5,123

 

 

5,069

 

 (2) (3) (4)

Whitewater Holding Company LLC

Diversified Consumer Services

10.50%

L + 5.75%

12/21/27

 

2,100

 

 

700

 

 

677

 

 (2) (3) (4) (5)

Whitewater Holding Company LLC

Diversified Consumer Services

10.54%

L + 6.00%

12/21/27

 

2,900

 

 

268

 

 

239

 

 (2) (3) (4) (5)

WorkForce Software, LLC

Software

12.46%

L + 7.25% (incl. 3.00% PIK)

07/31/25

 

11,651

 

 

11,524

 

 

11,418

 

 (2) (3) (4)

WorkForce Software, LLC

Software

12.46%

L + 7.25% (incl. 3.00% PIK)

07/31/25

 

8,963

 

 

8,850

 

 

8,784

 

 (2) (3) (4)

WorkForce Software, LLC

Software

12.46%

L + 7.25% (incl. 3.00% PIK)

07/31/25

 

2,809

 

 

2,768

 

 

2,753

 

 (2) (3) (4)

WorkForce Software, LLC

Software

12.46%

L + 7.25% (incl. 3.00% PIK)

07/31/25

 

2,065

 

 

2,042

 

 

2,023

 

 (2) (3) (4)

WorkForce Software, LLC

Software

11.71%

L + 6.50%

07/31/25

 

980

 

 

643

 

 

634

 

 (2) (3) (4) (5)

WSO2, Inc.

IT Services

11.80%

L + 7.50% (incl. 3.00% PIK)

11/04/26

 

29,147

 

 

28,700

 

 

28,856

 

 (2) (3) (4)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

10.90%

S + 6.50%

07/01/27

 

80,545

 

 

80,545

 

 

79,740

 

 (2) (3) (4)

Zarya Intermediate, LLC (dba iOFFICE)

Real Estate Mgmt. & Development

 

S + 6.50%

07/01/27

 

8,383

 

 

 

 

(84

)

 (2) (3) (4) (5)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

12.42%

L + 8.00%

12/21/26

 

46,540

 

 

45,553

 

 

42,002

 

 (2) (3) (4)

Zodiac Intermediate, LLC (dba Zipari)

Health Care Technology

12.30%

L + 8.00%

12/22/25

 

7,000

 

 

6,873

 

 

6,317

 

 (2) (4)

Total 1st Lien/Senior Secured Debt

 

 

 

 

 

 

 

2,610,793

 

 

2,561,708

 

 

1st Lien/Last-Out Unitranche (7) - 1.47%

 

 

 

 

 

 

 

 

 

 

 

EDB Parent, LLC (dba Enterprise DB)

Software

11.58%

S + 7.00%

07/07/28

$

17,879

 

$

17,425

 

$

17,432

 

 (2) (3) (4)

EDB Parent, LLC (dba Enterprise DB)

Software

11.58%

S + 7.00%

07/07/28

 

6,958

 

 

985

 

 

811

 

 (2) (3) (4) (5)

Total 1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

18,410

 

 

18,243

 

 

2nd Lien/Senior Secured Debt 0.75%

 

 

 

 

 

 

 

 

 

 

 

Zep Inc.

Chemicals

12.98%

L + 8.25%

08/11/25

$

15,410

 

$

15,384

 

$

9,246

 

 (3)

Total 2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

15,384

 

 

9,246

 

 

Unsecured Debt 0.45%

 

 

 

 

 

 

 

 

 

 

 

CivicPlus LLC

Software

16.54%

S + 11.75% PIK

06/09/34

$

5,753

 

$

5,590

 

$

5,552

 

 (2) (3) (4)

Total Unsecured Debt

 

 

 

 

 

 

 

5,590

 

 

5,552

 

 

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

23


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

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

(in thousands, except unit and per unit amounts)

 Investment #

Industry

Initial
Acquisition
Date
(8)

 

Par/Shares
(++)

 

Cost

 

Fair
Value

 

Footnotes

Preferred Stock - 3.30%

 

 

 

 

 

 

 

 

 

 

Broadway Parent, LLC

Diversified Financial Services

01/25/21

 

 

3,700,000

 

$

3,718

 

$

5,022

 

 (2) (4) (9)

CloudBees, Inc.

Software

11/24/21

 

 

1,038,917

 

 

11,623

 

 

11,407

 

 (2) (4) (9)

Diligent Corporation

Professional Services

04/06/21

 

 

4,400

 

 

4,290

 

 

5,152

 

 (2) (4) (9)

Foundation Software

Construction & Engineering

08/31/20

 

 

912

 

 

912

 

 

1,123

 

 (2) (4) (9)

Governmentjobs.com, Inc. (dba NeoGov)

Software

12/02/21

 

 

9,549

 

 

9,310

 

 

10,412

 

 (2) (4) (9)

MedeAnalytics, Inc.

Health Care Technology

10/09/20

 

 

1,825,100

 

 

1,825

 

 

 

 (2) (4) (9)

WSO2, Inc.

IT Services

11/04/21

 

 

509,767

 

 

8,052

 

 

7,878

 

 (2) (4) (9)

Total Preferred Stock

 

 

 

 

 

 

39,730

 

 

40,994

 

 

Common Stock - 0.96%

 

 

 

 

 

 

 

 

 

 

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

Software

03/10/21

 

 

26,555

 

$

2,655

 

$

2,124

 

 (2) (4) (9)

Exostar LLC - Class B

Aerospace & Defense

07/06/20

 

 

1,424,165

 

 

 

 

1,225

 

 (2) (4) (9)

Foundation Software - Class B

Construction & Engineering

08/31/20

 

 

490,234

 

 

 

 

431

 

 (2) (4) (9)

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

Diversified Consumer Services

07/06/22

 

 

1,000

 

 

1,000

 

 

1,225

 

 ^ (2) (4) (9)

Total Vision LLC

Health Care Providers & Services

07/15/21

 

 

115,714

 

 

2,150

 

 

1,971

 

 (2) (4) (9)

Volt Bidco, Inc. (dba Power Factors)

Independent Power and Renewable Electricity Producers

08/11/21

 

 

3,044

 

 

3,091

 

 

2,765

 

 (2) (4) (9)

Whitewater Holding Company LLC

Diversified Consumer Services

12/21/21

 

 

21,000

 

 

2,100

 

 

2,162

 

 (2) (4) (9)

Total Common Stock

 

 

 

 

 

 

10,996

 

 

11,903

 

 

Warrants - 0.04%

 

 

 

 

 

 

 

 

 

 

CloudBees, Inc.

Software

11/24/21

 

 

300,946

 

$

1,666

 

$

551

 

 (2) (4) (9)

Total Warrants

 

 

 

 

 

 

1,666

 

 

551

 

 

Investments in Affiliated Money Market Fund - 9.88%

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund - Institutional Shares

 

 

 

 

122,498,973

 

$

122,499

 

$

122,499

 

 ^^^ (3) (10)

Total Investments in Affiliated Money Market Fund

 

 

 

 

 

 

122,499

 

 

122,499

 

 

Total Investments - 223.35%

 

 

 

 

 

$

2,825,068

 

$

2,770,696

 

 

(+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, P was 7.50%, and Canadian Prime rate ("CDN P") was 6.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022.

(++) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”).

# Percentages are based on net assets.

^ 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 investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.

(1)
The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, the aggregate fair value of these securities is $129,749 or 4.55% of the Company’s total assets.
(2)
Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(3)
All, or a portion of, the assets are pledged as collateral for the JPM Revolving Credit Facility. See Note 6 “Debt”.
(4)
The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(5)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".
(6)
The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(7)
In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(8)
Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2022, the aggregate fair value of these securities is $53,448 or 4.31% of the Company's net assets. The initial acquisition dates have been included for such securities.
(9)
Non-income producing security.
(10)
The annualized seven-day yield as of December 31, 2022 is 4.14%.

PIK Payment-In-Kind

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

24


Table of Contents

Goldman Sachs Private Middle Market Credit II LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1. ORGANIZATION

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

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

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

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

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the date of the final closingFinal Closing Date in the Company’s private offering, (such final closing to occur no later than the 12 month anniversary of the Initial Closing Date), provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of amajority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion.

Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (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 Goldman Sachs Asset Management's Private Credit Team (the “BDC Investment Committee (as defined below)Committee”) prior to the expiration of the Investment Period,investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).

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

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

25

2.

SIGNIFICANT ACCOUNTING POLICIES


Table of Contents

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 RegulationS-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.

TheCertain financial information reflects all normal recurring adjustments necessarythat is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for fair presentation ofinterim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the informationCompany’s audited consolidated financial statements and notes related thereto for the period presented.year ended December 31, 2022, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on March 2, 2023. The results for the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 20192023 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.

9


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 subsidiaries, PMMC II Blocker III LLC, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”), PMMC II Blocker IV LLC, PMMC II Blocker V LLC and PMMC II Blocker VI LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

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

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. For the period from April 11, 2019 (commencement of operations) to June 30, 2019income, for which the Company has earned $0 in prepayment premiums and $0 in accelerated accretion of upfront loan origination fees and unamortized discounts.the following:

 

 

For the Three Months Ended

 

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

 

June 30, 2023

 

 

June 30, 2022

 

Prepayment premiums

 

$

 

 

$

 

 

 

$

 

 

$

 

Accelerated amortization of upfront loan origination fees and unamortized discounts

 

$

231

 

 

$

80

 

 

 

$

389

 

 

$

188

 

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 accountAccount (as defined below) managed by the Investment Adviser.

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

Certain investments may have contractualpayment-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 onnon-accrual status. When a PIK investment is placed onnon-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.income.

26


Table of Contents

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

Non-Accrual Investments

Non-Accrual Investments

Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of June 30, 2019,2023, the Company did not have anyhad certain investments held in one portfolio company onnon-accrual status. status, which represented 0.2% and 0.2% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value. As of December 31, 2022, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.5% and 1.3% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value.

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 Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, within the meaning ofpursuant to Rule 2a-5 under the Investment Company Act.

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

Measurement”.

10


The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegateddesignated to the Investment Adviserday-to-day responsibility responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adoptedapproved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available.available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing services orsources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices 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 servicessources 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 believeValuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

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

(1)
The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;
(2)
The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. 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 Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

27


Table of Contents

(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;

(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 group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;
(4)
The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;
(5)
The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and
(6)
Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

(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 Private Investment Valuation and Side Pocket Working Group 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)

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.

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

Cash consists of deposits held at a custodian bank. As of June 30, 2019,2023 and December 31, 2022, the Company held $77,595$4,138 and $36,657 in cash. Foreign currency of $604 and $534 (acquisition cost of $601 and $544) is included in cash as of June 30, 2023 and December 31, 2022.

Foreign Currency Translation

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

11


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

Foreign securitysecurities 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 to be more volatile than those of comparable U.S. companies or U.S. government securities.

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 in the StatementConsolidated 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.

28


Table of Contents

The Company intends to electhas elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. So long as the Company obtains and maintains its statusqualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholdersUnitholders 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 stockholdersUnitholders and will not be reflected in the consolidated financial statements of the Company.

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

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

Distributions

12


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 atax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to common Units 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 andnon-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on theex-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 in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, 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 tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the JPM Revolving Credit Facility and the revolving credit facility (thebetween the Company and MUFG Bank Ltd. (as amended, restated, supplemented or otherwise modified from time to time, the “MUFG Revolving Credit Facility” and together with the JPM Revolving Credit Facility, the “Revolving Credit Facility”Facilities”) dated as of May 7, 2019, with MUFG Union Bank, N.A., as administrative agent and lender.. These costs are amortized using the straight-line method over the respective termterms of the Revolving Credit Facility.Facilities. Deferred financing costs related to the Revolving Credit FacilityFacilities are presented separately as an asset on the Company’s StatementConsolidated Statements of Financial Condition.

Offering Costs

Offering costs consist primarily

29


Table of fees 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 are recognized as a deferred charge and are amortized on a straight line basis over 12 months beginning on the date of commencement of operations.Contents

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 will bear such cost. Unitholders that make capital commitments after the Initial Drawdown Date will bear a pro rata portion of such cost at the time of their first investment in the Company.

3.

SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375%0.375% (i.e., an annual rate of 1.50%1.50%) of the average of the NAV of the Company (includingun-invested cash and cash equivalents) at the end of the then-current calendar quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the average of the NAV asof the Company at the end of suchquarter-end quarter and zero). The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests.

For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019,2023, Management Fees amounted to $154.$4,683 and $9,316. As of June 30, 2019, $1542023, $4,683 remained payable.

For the three and six months ended June 30, 2022, Management Fees amounted to $3,954 and $7,705.

13


Incentive Fee

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

a)
First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below);
b)
Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;
c)
Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and
d)
Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.

a)

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

b)

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

c)

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

d)

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

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

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

The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investmentsinvestments 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).

30


Table of Contents

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

For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019,2023, the Company accrued unvested Incentive Fees of $0.$7,555 and $8,918. As of June 30, 2019, $02023, $42,029 remained payable in accordance with the terms of the Investment Advisory Agreement.

For the three and six months ended June 30, 2022, the Company accrued unvested Incentive Fees of $2,352 and $6,345.

14


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 andstart-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5%0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019,2023 and June 30, 2022, there have been no reimbursements from the Investment Adviser pursuant to this provision.

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 areto be 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 period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019,2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $78.$412 and $825. As of June 30, 2019, $782023, $389 remained payable. For the three and six months ended June 30, 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of $357 and $706.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019,2023, the Company incurred expenses for services provided by the Transfer Agent of $29.$21 and $56. As of June 30, 2019, $292023, $20 remained payable.

Affiliates

The Company’s investments in affiliates for For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019 were as follows:2022, the Company incurred expenses for services provided by the Transfer Agent of $35 and $61.

Affiliates

   

Fair Value as of

April 11, 2019

(commencement

of operations)

  

Gross

Additions(2)

  

Gross

Reductions(3)

  

Net realized

gain (loss)

  

Net change in

unrealized
appreciation
(depreciation)

  

Fair Value as of

June 30,

2019

  

Dividend,

Interest

and Other

Income

 
Non-Controlled Affiliates       
Goldman Sachs Financial Square Government Fund(1) $  $59,786  $(59,127 $  $  $659  $50 
TotalNon-Controlled Affiliates $  $59,786  $(59,127 $  $  $ 659  $50 

The table below presents the Company’s affiliated investments:

(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)

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.

 

 

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

Net
Realized
Gain(Loss)

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)

 

 

Ending
Fair Value
Balance

 

 

Dividend,
Interest
and Other
Income

 

 

For the Six Months Ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

122,499

 

 

$

244,645

 

 

$

(232,357

)

$

 

 

$

 

 

$

134,787

 

 

$

3,129

 

 

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

 

 

10,708

 

 

 

1,376

 

 

 

(50

)

 

 

 

 

261

 

 

 

12,295

 

 

 

587

 

 

Medeanalytics Inc

 

 

 

 

 

6,075

 

 

 

 

 

 

 

 

 

 

 

6,075

 

 

 

 

 

Total Non-Controlled Affiliates

 

$

133,207

 

 

$

252,096

 

 

$

(232,407

)

$

 

 

$

261

 

 

$

153,157

 

 

$

3,716

 

 

For the Year Ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

$

 

 

$

803,088

 

 

$

(680,589

)

$

 

 

$

 

 

$

122,499

 

 

$

920

 

 

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

 

 

 

 

 

10,625

 

 

 

(49

)

 

 

 

 

132

 

 

 

10,708

 

 

 

493

 

 

Total Non-Controlled Affiliates

 

$

 

 

$

813,713

 

 

$

(680,638

)

$

 

 

$

132

 

 

$

133,207

 

 

$

1,413

 

 

31


Table of Contents

(1)
Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, 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.
(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.

Due Toto Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses on behalf of the Company in the ordinary course of business. As of June 30, 2019,2023 and December 31, 2022, there were $4$201 and $206, respectively, included within Accrued expenses and other liabilities $1,004 included within Accrued offering costs, $202 included within Interest and other debt expenses payable and $147 included within Accrued organization coststhat were paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-investmentCo-Investment Activity

In certain circumstances, negotiatedco-investments by the Company and other funds managed by the Investment Adviser may be made onlycan make negotiated co-investments pursuant to an order from the SEC permitting the Companyit to do so. On January 4, 2017,November 16, 2022, the SEC granted exemptive relief (“Exemptive Relief”) that permitsto the Company toco-invest with Goldman Sachs BDC, Inc. (“GS BDC”), Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”)Investment Adviser, the BDCs advised by the Investment Adviser and certain other funds that may beaffiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by GSAM, including the GSAM Credit Alternatives Team, afterInvestment Adviser (collectively with the dateCompany, the “Accounts”), which may include proprietary accounts of the exemptive order, subject to certain conditions including thatco-investments are madeGoldman Sachs, in a manner consistent with the Company’s investment objectives positions, policies,and strategies, certain Board-established criteria, the conditions of such exemptive relief and restrictions,other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as regulatory requirementsapplicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants.investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The GSAMGoldman Sachs Asset Management Private Credit Alternatives Team is comprisedcomposed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company, who areCompany. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments,investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, 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 aco-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholdersUnitholders and do not involve overreaching in respect of the Company or its stockholdersUnitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholdersUnitholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of

In addition, the ExemptiveCompany has filed an application to amend the Relief there could be significant overlapto permit the Company to participate in follow-on investments in the Company’s investmentexisting portfolio and the investment portfolios of GS BDC, GS PMMC, GS MMLC and/or other funds establishedcompanies with certain affiliates covered by the GSAM Credit Alternatives TeamRelief if such affiliates, that could avail themselves ofare not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Exemptive Relief.Company will receive the amended exemptive order.

4. INVESTMENTS

15


4.

INVESTMENTS

As of the dates indicated, theThe Company’s investments (excluding an investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $659)funds, if any) consisted of the following:

  June 30, 2019 

 

June 30, 2023

 

 

December 31, 2022

 

Investment Type  Cost   Fair Value 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

1st Lien/Senior Secured Debt  $85,433   $85,368 

 

$

2,626,489

 

 

$

2,579,587

 

 

$

2,610,793

 

 

$

2,561,708

 

Total Investments

  $85,433   $85,368 

1st Lien/Last-Out Unitranche

 

 

19,531

 

 

 

19,326

 

 

 

18,410

 

 

 

18,243

 

2nd Lien/Senior Secured Debt

 

 

15,389

 

 

 

8,476

 

 

 

15,384

 

 

 

9,246

 

Unsecured Debt

 

 

6,569

 

 

 

6,566

 

 

 

5,590

 

 

 

5,552

 

Preferred Stock

 

 

37,905

 

 

 

44,421

 

 

 

39,730

 

 

 

40,994

 

Common Stock

 

 

10,996

 

 

 

13,440

 

 

 

10,996

 

 

 

11,903

 

Warrants

 

 

1,666

 

 

 

406

 

 

 

1,666

 

 

 

551

 

Total investments

 

$

2,718,545

 

 

$

2,672,222

 

 

$

2,702,569

 

 

$

2,648,197

 

As

32


Table of the dates indicated, theContents

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

  June 30, 2019 

 

June 30, 2023

 

 

December 31, 2022

 

Industry  Fair Value Net Assets 

 

Fair Value

 

 

Net Assets

 

 

Fair Value

 

 

Net Assets

 

Real Estate Management & Development   39.0 39.7
Media   33.0  33.7 

Software

 

 

16.8

%

 

 

35.7

%

 

 

16.3

%

 

 

34.6

%

Health Care Providers & Services

 

 

16.5

 

 

 

34.8

 

 

 

16.1

 

 

 

34.4

 

Health Care Technology

 

 

10.9

 

 

 

23.1

 

 

 

12.0

 

 

 

25.5

 

Diversified Financial Services

 

 

10.7

 

 

 

22.5

 

 

 

10.6

 

 

 

22.7

 

Professional Services

 

 

10.5

 

 

 

22.2

 

 

 

10.5

 

 

 

22.3

 

Real Estate Mgmt. & Development

 

 

6.5

 

 

 

13.8

 

 

 

6.5

 

 

 

13.8

 

Diversified Consumer Services

 

 

5.5

 

 

 

11.7

 

 

 

5.5

 

 

 

11.8

 

IT Services

 

 

4.1

 

 

 

8.7

 

 

 

4.1

 

 

 

8.7

 

Commercial Services & Supplies

 

 

2.9

 

 

 

6.0

 

 

 

3.3

 

 

 

7.0

 

Health Care Equipment & Supplies   11.5  11.7 

 

 

2.4

 

 

 

5.1

 

 

 

2.4

 

 

 

5.1

 

Diversified Consumer Services   8.5  8.7 
Road & Rail   8.0  8.2 

Entertainment

 

 

1.7

 

 

 

3.7

 

 

 

1.7

 

 

 

3.7

 

Construction & Engineering

 

 

1.7

 

 

 

3.5

 

 

 

1.5

 

 

 

3.3

 

Aerospace & Defense

 

 

1.5

 

 

 

3.2

 

 

 

1.5

 

 

 

3.3

 

Independent Power and Renewable Electricity Producers

 

 

1.5

 

 

 

3.1

 

 

 

1.4

 

 

 

3.0

 

Transportation Infrastructure

 

 

1.4

 

 

 

2.9

 

 

 

1.4

 

 

 

3.0

 

Internet & Direct Marketing Retail

 

 

1.2

 

 

 

2.6

 

 

 

1.2

 

 

 

2.6

 

Hotels, Restaurants & Leisure

 

 

1.2

 

 

 

2.6

 

 

 

1.2

 

 

 

2.6

 

Trading Companies & Distributors

 

 

0.9

 

 

 

1.9

 

 

 

0.9

 

 

 

2.0

 

Insurance

 

 

0.9

 

 

 

1.9

 

 

 

0.7

 

 

 

1.5

 

Pharmaceuticals

 

 

0.6

 

 

 

1.2

 

 

 

0.6

 

 

 

1.2

 

Chemicals

 

 

0.6

 

 

 

1.2

 

 

 

0.6

 

 

 

1.3

 

Total

   100.0  102.0

 

 

100.0

%

 

 

211.4

%

 

 

100.0

%

 

 

213.4

%

As of the dates indicated, the

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

GeographicJune 30, 2019
United States61.0
Canada39.0

Total

100.0

Geographic

 

June 30, 2023

 

 

December 31, 2022

 

United States

 

 

96.8

%

 

 

97.0

%

Canada

 

 

2.2

 

 

 

2.2

 

United Kingdom

 

 

1.0

 

 

 

0.8

 

Total

 

 

100.0

%

 

 

100.0

%

5.

FAIR VALUE MEASUREMENT

33


Table of Contents

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 certainover-the-counter derivatives where the fair value is based on observable inputs.

16


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 certainover-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.

34


Table of Contents

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.

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

OTCOver-the-counter (“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.

35


Table of Contents

The tabletables below presentspresent the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of June 30, 2019.2023 and December 31, 2022. 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 yielddiscount 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 InstrumentsLevel 3 Assets as of
June 30, 2019(1)

Significant Unobservable

Inputs by Valuation

Techniques(2)

Range(3) of Significant

Unobservable

Inputs

(Weighted Average(4))

as of

June 30, 2019

Bank Loans, Corporate Debt, and Other Debt Obligations1st Lien/Senior Secured DebtDiscounted cash flows:
$28,178

• Discount Rate

2.3%  -  24.6% (9.2%)

Level 3 Instruments

Fair
Value
(1)(2)

 

Valuation
Techniques
(3)

Significant
Unobservable
Inputs

Range(4) of Significant
Unobservable Inputs

Weighted
Average
(5)

As of June 30, 2023

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

$

2,433,993

 

Discounted cash flows

Discount Rate

9.2% - 24.8%

11.1%

 

 

6,075

 

Comparable multiples

EV/Revenue

0.5x

1st Lien/Last-Out Unitranche

 

19,326

 

Discounted cash flows

Discount Rate

11.8%

Unsecured Debt

 

6,566

 

Discounted cash flows

Discount Rate

17.2%

Equity

 

 

 

 

 

 

Preferred Stock

$

20,635

 

Comparable multiples

EV/EBITDA(6)

14.1x - 33.6x

28.4x

 

 

23,786

 

Comparable multiples

EV/Revenue

3.8x - 4.5x

4.0x

Common Stock

 

10,125

 

Comparable multiples

EV/EBITDA(6)

9.3x - 19.0x

13.5x

 

 

3,315

 

Comparable multiples

EV/Revenue

15.5x

Warrants

 

406

 

Comparable multiples

EV/Revenue

3.8x

As of December 31, 2022

 

 

 

 

 

 

Bank Loans, Corporate Debt, and Other Debt Obligations

1st Lien/Senior Secured

$

2,389,612

 

Discounted cash flows

Discount Rate

7.8% - 19.7%

10.9%

 

 

34,552

 

Comparable multiples

EV/Revenue

2.3x

1st Lien/Last-Out Unitranche

 

18,243

 

Discounted cash flows

Discount Rate

10.9%

Unsecured Debt

 

5,552

 

Discounted cash flows

Discount Rate

17.3%

Equity

 

 

 

 

 

 

Preferred Stock

$

19,198

 

Comparable multiples

EV/EBITDA(6)

14.4x - 29.7x

27.1x

 

 

21,796

 

Comparable multiples

EV/Revenue

4.0x - 7.3x

4.6x

Common Stock

 

9,138

 

Comparable multiples

EV/EBITDA(6)

9.1x - 18.3x

13.9x

 

 

2,765

 

Comparable multiples

EV/Revenue

15.2x

Warrants

 

551

 

Comparable multiples

EV/Revenue

4.0x

(1)

Included within Level 3 Assets of $85,368 is an amount of $57,190 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions).

(2)

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)

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)

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.

(1)
As of June 30, 2023, included within Level 3 assets of $2,576,884 is an amount of $52,657 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 $2,459,885 or 97.7% of Level 3 bank loans, corporate debt, and other debt obligations.
(2)
As of December 31, 2022, included within Level 3 assets of $2,578,920 is an amount of $77,513 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 $2,413,407 or 95.6% 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.
(4)
The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.
(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.
(6)
Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2019.2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease respectively, in the fair value.

1736


Table of Contents


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

 

 

June 30, 2023

 

 

December 31, 2022

 

Assets

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

1st Lien/Senior Secured Debt

 

$

 

 

$

86,862

 

 

$

2,492,725

 

 

$

2,579,587

 

 

$

 

 

$

60,031

 

 

$

2,501,677

 

 

$

2,561,708

 

1st Lien/Last-Out Unitranche

 

 

 

 

 

 

 

 

19,326

 

 

 

19,326

 

 

 

 

 

 

 

 

 

18,243

 

 

 

18,243

 

2nd Lien/Senior Secured Debt

 

 

 

 

 

8,476

 

 

 

 

 

 

8,476

 

 

 

 

 

 

9,246

 

 

 

 

 

 

9,246

 

Unsecured Debt

 

 

 

 

 

 

 

 

6,566

 

 

 

6,566

 

 

 

 

 

 

 

 

 

5,552

 

 

 

5,552

 

Preferred Stock

 

 

 

 

 

 

 

 

44,421

 

 

 

44,421

 

 

 

 

 

 

 

 

 

40,994

 

 

 

40,994

 

Common Stock

 

 

 

 

 

 

 

 

13,440

 

 

 

13,440

 

 

 

 

 

 

 

 

 

11,903

 

 

 

11,903

 

Warrants

 

 

 

 

 

 

 

 

406

 

 

 

406

 

 

 

 

 

 

 

 

 

551

 

 

 

551

 

Investments in Affiliated Money Market Fund

 

 

134,787

 

 

 

 

 

 

 

 

 

134,787

 

 

 

122,499

 

 

 

 

 

 

 

 

 

122,499

 

Total

 

$

134,787

 

 

$

95,338

 

 

$

2,576,884

 

 

$

2,807,009

 

 

$

122,499

 

 

$

69,277

 

 

$

2,578,920

 

 

$

2,770,696

 

The below table presents a summary of June 30, 2019:

Assets  Level 1   Level 2   Level 3   Total 
1st Lien/Senior Secured Debt  $   $   $85,368   $85,368 
Affiliated Money Market Fund   659            659 
Total assets  $659   $   $ 85,368   $86,027 

The following is a reconciliationchanges in fair value of Level 3 assets forby investment type:

Assets

 

Beginning
Balance

 

 

Purchases(1)

 

 

Net
Realized
Gain (Loss)

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)

 

 

Sales and
Settlements
(1)

 

 

Net
Amortization
of Premium/
Discount

 

 

Transfers
In
(2)

 

 

Transfers
Out
(2)

 

 

Ending Balance

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)
for assets still
held

 

For the Six Months Ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st Lien/Senior Secured Debt

 

$

2,501,677

 

 

$

104,267

 

 

$

(35,527

)

 

$

1,460

 

 

$

(59,579

)

 

$

4,931

 

 

$

 

 

$

(24,504

)

 

$

2,492,725

 

 

$

(6,621

)

1st Lien/Last-Out Unitranche

 

 

18,243

 

 

 

1,083

 

 

 

 

 

 

(38

)

 

 

 

 

 

38

 

 

 

 

 

 

 

 

 

19,326

 

 

 

(39

)

2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt

 

 

5,552

 

 

 

981

 

 

 

 

 

 

35

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

6,566

 

 

 

36

 

Preferred Stock

 

 

40,994

 

 

 

 

 

 

(1,825

)

 

 

5,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,421

 

 

 

3,427

 

Common Stock

 

 

11,903

 

 

 

 

 

 

 

 

 

1,537

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,440

 

 

 

1,537

 

Warrants

 

 

551

 

 

 

 

 

 

 

 

 

(145

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

406

 

 

 

(145

)

Total assets

 

$

2,578,920

 

 

$

106,331

 

 

$

(37,352

)

 

$

8,101

 

 

$

(59,579

)

 

$

4,967

 

 

$

 

 

$

(24,504

)

 

$

2,576,884

 

 

$

(1,805

)

For the Six Months Ended June 30, 2022

 

1st Lien/Senior
   Secured Debt

 

$

2,183,501

 

 

$

404,048

 

 

$

(5,325

)

 

$

(8,672

)

 

$

(67,097

)

 

$

4,453

 

 

$

 

 

$

 

 

$

2,510,908

 

 

$

(16,263

)

2nd Lien/Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

(1,493

)

 

 

 

 

 

4

 

 

 

14,588

 

 

 

 

 

 

13,099

 

 

 

(1,493

)

Unsecured Debt

 

 

 

 

 

5,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,580

 

 

 

 

Preferred Stock

 

 

40,782

 

 

 

 

 

 

 

 

 

(1,927

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,855

 

 

 

(1,927

)

Common Stock

 

 

10,343

 

 

 

1,452

 

 

 

 

 

 

(1,017

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,778

 

 

 

(1,017

)

 Warrants

 

 

1,667

 

 

 

 

 

 

 

 

 

(999

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

668

 

 

 

(999

)

Total assets

 

$

2,236,293

 

 

$

411,080

 

 

$

(5,325

)

 

$

(14,108

)

 

$

(67,097

)

 

$

4,457

 

 

$

14,588

 

 

$

 

 

$

2,579,888

 

 

$

(21,699

)

(1)
Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.
(2)
Transfers in (out) of Level 3 are due to a decrease (increase) in the period from April 11, 2019 (commencementquantity and reliability of operations) to June 30, 2019:broker quotes obtained by the Investment Adviser.

Level 3 

Beginning

Balance

as of

April 11,

2019

(commencement
of operations)

  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

June 30,

2019

 
1st Lien/Senior Secured Debt $ –  $ 89,377  $ –  $  (65)  $(3,958 $ 14  $ –  $ –  $85,368 
Total assets $ –  $89,377  $  $  (65)  $(3,958 $14  $  $  $ 85,368 

(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 as of June 30, 2019 totaled $(65), consisting of the following: 1st Lien/Senior Secured Debt $(65).

For the period from April 11, 2019 (commencement of operations) to June 30, 2019, there were no transfers between levels of the fair value hierarchy.

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 June 30, 2019,2023 and December 31, 2022, approximates its carrying value.value because the Revolving Credit Facilities have variable interest based on selected short-term rates.

6.

DEBT

37


Table of Contents

6. DEBT

On May 2, 2019, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150%150% after such borrowing (if certain requirements are met). As of June 30, 2019,2023 and December 31, 2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 203%184% and 185%.

The Company’s outstanding debt was as follows:

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

 

Aggregate
Borrowing
Amount
Committed

 

 

Amount
Available

 

 

Carrying
Value

 

MUFG Revolving Credit Facility(1)

 

$

50,050

 

 

$

14,550

 

 

 

35,500

 

 

$

91,000

 

 

 

91,000

 

 

$

 

JPM Revolving Credit Facility(2)

 

 

1,650,000

 

 

 

184,721

 

 

 

1,466,187

 

 

 

1,650,000

 

 

 

184,721

 

 

 

1,465,196

 

Total debt

 

$

1,700,050

 

 

$

199,271

 

 

$

1,501,687

 

 

$

1,741,000

 

 

$

275,721

 

 

$

1,465,196

 

(1)
Provides, under certain circumstances, a total borrowing capacity of $50,050.
(2)
Provides, under certain circumstances, a total borrowing capacity of $2,000,000. 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 June 30, 20192023, the Company had outstanding borrowings denominated in USD of $1,445,500 in Canadian Dollars (CAD) of 150 and in British Pound (GBP) of 16,200. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $1,445,500, in Canadian Dollars (CAD) of 150 and in British Pound (GBP) of 16,200.

The combined weighted average interest rates of the aggregate borrowings outstanding for the six months ended June 30, 2023 and for the year ended December 31, 2022 were 7.57% and 4.57%. The combined weighted average debt of the aggregate borrowings outstanding for the six months ended June 30, 2023 and for the year ended December 31, 2022 was as follows:$1,500,702 and $1,529,965.

   June 30, 2019 
    

Aggregate

Borrowing

Amount

Committed

   

Amount

Available

   

Carrying

Value

 
Revolving Credit Facility(1)  $ 175,000   $94,100   $80,900 
Total Debt  $175,000   $94,100   $80,900 

(1)

As of June 30, 2019, all outstanding borrowings were in USD.

18


MUFG Revolving Credit Facility

The Company entered into athe MUFG Revolving Credit Facility on May 7, 2019 with MUFG Union Bank N.A.Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 and May 4, 2023.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $175,000$50,050 as of June 30, 2019.2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The Company has the ability to increase the maximum principal amount of the Revolving Credit Facility up to $500,000, subject to increasing commitments of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The stated maturity date of the MUFG Revolving Credit Facility is May 7, 2021.November 3, 2023, which may be extended by the Company exercising its committed 6-month extension option.

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

Under the MUFG Revolving Credit Facility, the Company has the ability to elect, for loans denominated in U.S. Dollars, either LIBORTerm SOFR with a one-, three- or, if available, six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. InterestThe interest rate on obligations under the MUFG Revolving Credit Facility is (A) Term Loan plus a credit adjustment spread for the prevailing LIBOR for one month (the “Applicable LIBOR”)applicable tenor (or other listed offered rate, depending upon the currency of borrowing) plus 2.15%2.75% per annum or (B) an alternatealternative base rate (the greater(the greatest of the prime rate of such commercial bank,set by MUFG Bank, Ltd., the federal funds rate plus 0.50%0.50%, and LIBORTerm SOFR with a one-month tenor plus 1.00%) (“ABR”)) plus 1.15%1.75% per annum. The Company pays a 0.25%0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

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

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Table of Contents

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

The MUFG Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of Unitholders’ ownership interest in the Units. The MUFG Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. TheAs of June 30, 2023, the Company iswas in compliance with these covenants.

AsCosts of June 30, 2019, costs of $1,220$5,968 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs onin the StatementConsolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of June 30, 2019,2023 and December 31, 2022, outstanding deferred financing costs were $1,151.

$284 and $263.

19


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

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

 

June 30, 2023

 

 

June 30, 2022

 

Borrowing interest expense

 

$

909

 

 

$

2,213

 

 

 

$

1,295

 

 

$

4,119

 

Facility fees

 

 

16

 

 

 

4

 

 

 

 

105

 

 

 

4

 

Amortization of financing costs

 

 

200

 

 

 

242

 

 

 

 

389

 

 

 

562

 

Total

 

$

1,125

 

 

$

2,459

 

 

 

$

1,789

 

 

$

4,685

 

Weighted average interest rate

 

 

7.61

%

 

 

3.19

%

 

 

 

7.44

%

 

 

2.91

%

 Average outstanding balance

 

$

47,901

 

 

$

278,363

 

 

 

$

35,133

 

 

$

285,144

 

JPM Revolving Credit Facility

On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, U.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. The Company amended the JPM Revolving Credit Facility numerous occasions between February 12, 2021 and February 15, 2022.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to (x) Term SOFR (or the applicable benchmark for loans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect and, (y) to the extent Term SOFR is unavailable, a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.75% per annum, after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum on the average daily unused amount of the financing commitments until the last day of the reinvestment period from April 11, 2019 (commencement(as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of operations) to June 30, 20192023, the total commitments under the JPM Revolving Credit Facility were $1,650,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at such time.

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

    For the period
from April 11,
2019
(commencement
of operations) to
June 30, 2019
 
Borrowing Interest Expense  $137 
Facility fees   42 
Amortization of financing costs   69 
Total  $248 
Weighted average interest rate   4.66%
Average outstanding balance  $19,429

*

Amount was calculated beginning on May 7, 2019, the date in which the Company entered into the Revolving Credit Facility.

7.

COMMITMENTS AND CONTINGENCIES

Capital Commitments

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable. As of June 30, 2023, the dates indicated,Company was in compliance with these covenants.

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Table of Contents

Costs of $10,797 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs in the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of June 30, 2023 and December 31, 2022, outstanding deferred financing costs were $5,691 and $6,952.

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

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

 

June 30, 2023

 

 

June 30, 2022

 

Borrowing interest expense

 

$

27,747

 

 

$

11,439

 

 

 

$

55,067

 

 

$

20,340

 

Facility fees

 

 

460

 

 

 

524

 

 

 

 

922

 

 

 

1,031

 

Amortization of financing costs

 

 

634

 

 

 

570

 

 

 

 

1,261

 

 

 

1,085

 

Total

 

$

28,841

 

 

$

12,533

 

 

 

$

57,250

 

 

$

22,456

 

Weighted average interest rate

 

 

7.59

%

 

 

3.64

%

 

*

 

7.58

%

 

 

3.43

%

 Average outstanding balance

 

$

1,465,840

 

 

$

1,260,324

 

 

*

$

1,465,569

 

 

$

1,196,973

 

7. COMMITMENTS AND CONTINGENCIES

Capital Commitments

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

   June 30, 2019 
    

Capital

Commitments

   

Unfunded

Capital

Commitments

   

% of Capital

Commitments

Funded

 
Common Units  $806,620   $722,213    10

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments

 

 

Unfunded
Capital
Commitments

 

 

% of Capital
Commitments
Funded

 

Common Units

 

$

1,475,812

 

 

$

132,823

 

 

 

91

%

 

$

1,475,812

 

 

$

147,581

 

 

 

90

%

Portfolio Company Commitments

The Company may enter into investment commitments to fund investments through signed commitment letters which in certain circumstances may be disclosed by the Company.letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of June 30, 2019,2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. As of the dates indicated, theThe Company had the following unfunded commitments by investment types:

 

 

Unfunded Commitment Balances(1)

 

 

 

June 30, 2023

 

 

December 31, 2022

 

1st Lien/Senior Secured Debt

 

 

 

 

 

 

1272775 B.C. LTD. (dba Everest Clinical Research)

 

$

34

 

 

$

150

 

Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)

 

 

385

 

 

 

1,764

 

Acquia, Inc.

 

 

425

 

 

 

796

 

Admiral Buyer, Inc. (dba Fidelity Payment Services)

 

 

8,840

 

 

 

8,840

 

Apptio, Inc.

 

 

538

 

 

 

308

 

AQ Helios Buyer, Inc. (dba SurePoint)

 

 

5,395

 

 

 

8,020

 

Assembly Intermediate LLC

 

 

8,381

 

 

 

6,785

 

Bigchange Group Limited

 

 

3,003

 

 

 

3,121

 

Broadway Technology, LLC

 

 

1,010

 

 

 

1,010

 

BSI3 Menu Buyer, Inc (dba Kydia)

 

 

1,924

 

 

 

1,924

 

Bullhorn, Inc.

 

 

693

 

 

 

374

 

Businessolver.com, Inc.

 

 

4,141

 

 

 

4,141

 

Capitol Imaging Acquisition Corp.

 

 

9,170

 

 

 

1,926

 

CFS Management, LLC (dba Center for Sight Management)

 

 

618

 

 

 

618

 

Checkmate Finance Merger Sub, LLC

 

 

2,831

 

 

 

2,831

 

Chronicle Bidco Inc. (dba Lexitas)

 

 

2,684

 

 

 

3,676

 

CivicPlus LLC

 

 

912

 

 

 

1,112

 

Clearcourse Partnership Acquireco Finance Limited

 

 

3,137

 

 

 

3,730

 

CloudBees, Inc.

 

 

665

 

 

 

665

 

Coding Solutions Acquisition, Inc.

 

 

5,201

 

 

 

5,628

 

CorePower Yoga LLC

 

 

633

 

 

 

422

 

DECA Dental Holdings LLC

 

 

4,759

 

 

 

4,863

 

Diligent Corporation

 

 

1,821

 

 

 

2,452

 

Eptam Plastics, Ltd.

 

 

136

 

 

 

1,228

 

ESO Solutions, Inc

 

 

1,317

 

 

 

3,292

 

Experity, Inc.

 

 

2,332

 

 

 

3,023

 

Fullsteam Operations LLC

 

 

41,398

 

 

 

2,761

 

Gainsight, Inc.

 

 

1,380

 

 

 

4,830

 

GHA Buyer Inc. (dba Cedar Gate)

 

 

1,749

 

 

 

1,749

 

40

   June 30, 2019 
    

Commitment

Expiration

Date(1)

   

Unfunded

Commitment

   

Fair

Value(2)

 
1st Lien/Senior Secured Debt      
GlobalTranz Enterprises LLC   05/15/2020   $1,862   $(70
CorePower Yoga, LLC   05/14/2021    2,111    (32
CorePower Yoga, LLC   05/14/2025    633    (9
Wolfpack IP Co.   06/13/2025    3,401    (68
Riverpoint Medical, LLC   06/23/2025    1,806    (18
Total 1st Lien/Senior Secured Debt       $ 9,813   $(197
Total       $9,813   $(197

(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)

The fair value is reflected as investments, at fair value on the Statement of Financial Condition.

ContingenciesTable of Contents

 

 

Unfunded Commitment Balances(1)

 

 

 

June 30, 2023

 

 

December 31, 2022

 

GovDelivery Holdings, LLC (dba Granicus, Inc.)

 

$

1,613

 

 

$

1,553

 

Governmentjobs.com, Inc. (dba NeoGov)

 

 

15,914

 

 

 

17,506

 

GS AcquisitionCo, Inc. (dba Insightsoftware)

 

 

609

 

 

 

914

 

HealthEdge Software, Inc.

 

 

11,900

 

 

 

11,900

 

Helios Buyer, Inc. (dba Heartland)

 

 

6,115

 

 

 

6,775

 

Honor HN Buyer, Inc

 

 

13,630

 

 

 

29,948

 

HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)

 

 

689

 

 

 

1,093

 

HumanState Limited (dba PayProp)

 

 

470

 

 

 

447

 

iCIMS, Inc.

 

 

12,416

 

 

 

13,789

 

Intelligent Medical Objects, Inc.

 

 

3,360

 

 

 

3,821

 

Kaseya Inc.

 

 

1,706

 

 

 

2,020

 

MerchantWise Solutions, LLC (dba HungerRush)

 

 

4,129

 

 

 

4,100

 

Millstone Medical Outsourcing, LLC

 

 

1,732

 

 

 

1,599

 

MRI Software LLC

 

 

2,427

 

 

 

4,381

 

NFM & J, L.P. (dba the Facilities Group)

 

 

4,125

 

 

 

5,455

 

One GI LLC

 

 

38

 

 

 

3,284

 

PDDS Holdco, Inc. (dba Planet DDS)

 

 

12,456

 

 

 

5,595

 

Pioneer Buyer I, LLC

 

 

3,900

 

 

 

3,900

 

Pluralsight, Inc

 

 

2,300

 

 

 

2,300

 

Premier Care Dental Management, LLC

 

 

2,769

 

 

 

3,268

 

Premier Imaging, LLC (dba Lucid Health)

 

 

7,305

 

 

 

7,305

 

Project Eagle Holdings, LLC (dba Exostar)

 

 

3,418

 

 

 

3,418

 

Prophix Software Inc. (dba Pound Bidco)

 

 

3,118

 

 

 

3,118

 

Riverpoint Medical, LLC

 

 

1,625

 

 

 

1,806

 

Rodeo Buyer Company (dba Absorb Software)

 

 

1,839

 

 

 

2,758

 

Rubrik, Inc.

 

 

1,027

 

 

 

2,118

 

Southeast Mechanical, LLC (dba. SEM Holdings, LLC)

 

 

7,140

 

 

 

8,500

 

SpendMend, LLC

 

 

4,037

 

 

 

4,579

 

StarCompliance Intermediate, LLC

 

 

1,633

 

 

 

1,725

 

Sundance Group Holdings, Inc. (dba NetDocuments)

 

 

3,434

 

 

 

4,479

 

Sunstar Insurance Group, LLC

 

 

17,228

 

 

 

21,687

 

Superman Holdings, LLC (dba Foundation Software)

 

 

6,086

 

 

 

5,134

 

Sweep Purchaser LLC

 

 

1,092

 

 

 

3,445

 

The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)

 

 

3,187

 

 

 

3,365

 

Total Vision LLC

 

 

7,800

 

 

 

9,548

 

USN Opco LLC (dba Global Nephrology Solutions)

 

 

5,287

 

 

 

5,287

 

Volt Bidco, Inc. (dba Power Factors)

 

 

4,068

 

 

 

6,000

 

VRC Companies, LLC (dba Vital Records Control)

 

 

858

 

 

 

858

 

WebPT, Inc.

 

 

2,575

 

 

 

3,464

 

Wellness AcquisitionCo, Inc. (dba SPINS)

 

 

6,100

 

 

 

6,100

 

Whitewater Holding Company LLC

 

 

3,050

 

 

 

3,968

 

WorkForce Software, LLC

 

 

980

 

 

 

327

 

Zarya Intermediate, LLC (dba iOFFICE)

 

 

7,186

 

 

 

8,383

 

CORA Health Holdings Corp

 

 

 

 

 

7,744

 

Qualawash Holdings, LLC

 

 

 

 

 

3,070

 

Thrasio, LLC

 

 

 

 

 

13,604

 

Total 1st Lien/Senior Secured Debt

 

$

317,883

 

 

$

347,477

 

 

 

 

 

 

 

 

1st Lien/Last-Out Unitranche

 

 

 

 

 

 

EDB Parent, LLC (dba Enterprise DB)

 

$

4,890

 

 

$

5,973

 

Total 1st Lien/Last-Out Unitranche

 

$

4,890

 

 

$

5,973

 

Total

 

$

322,773

 

 

$

353,450

 

(1)
Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

Contingencies

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

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Table of Contents

8. MEMBERS’ CAPITAL

20


8.

MEMBERS’ CAPITAL

Capital Drawdowns

The following table summarizes the totalTotal Units issued and proceeds related to capital drawdowns for

Unit Issue Date

 

Units Issued

 

 

Proceeds Received

 

For the Six Months Ended June 30, 2023

 

 

 

 

 

 

May 30, 2023

 

 

160,166

 

 

$

14,758

 

Total capital drawdowns

 

 

160,166

 

 

$

14,758

 

For the Six Months Ended June 30, 2022

 

 

 

 

 

 

June 21, 2022

 

 

1,069,872

 

 

$

103,307

 

Total capital drawdowns

 

 

1,069,872

 

 

$

103,307

 

Distributions

The following table reflects the period from April 11, 2019 (commencement of operations) to June 30, 2019:distributions declared on the Company’s common Units:

Unit Issue Date  Units Issued  Proceeds 
May 3, 2019  324,643  $32,464 
June 21, 2019  524,568   51,943 

Total capital drawdowns

  849,211  $84,407 

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Unit

 

For the Six Months to June 30, 2023

 

 

 

 

 

May 3, 2023

 

May 8, 2023

 

May 25, 2023

 

$

3.03

 

For the Six Months Ended June 30, 2022

 

 

 

 

 

March 2, 2022

 

April 4, 2022

 

April 29, 2022

 

$

2.90

 

May 3, 2022

 

July 5, 2022

 

July 29, 2022

 

$

2.72

 

Distributions

As of June 30, 2019, no distributions had been declared or paid by the Company.9. EARNINGS PER UNIT

9.

EARNINGS PER UNIT

The following information sets forth the computation of basic and diluted earnings per unit for the period from April 11, 2019 (commencement of operations) to June 30, 2019:unit:

    For the period
from April 11,
2019
(commencement
of operations) to
June 30, 2019
 
Numerator for basic and diluted earnings per unit - decrease in Members’ Capital resulting from operations  $(696
Denominator for basic and diluted earnings per unit - the weighted average Units outstanding   301,230 
Basic and diluted earnings (loss) per unit  $(2.31

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30,
2023

 

 

June 30,
2022

 

 

June 30,
2023

 

June 30,
2022

 

Net increase in Members’ Capital from operations

 

$

42,811

 

 

$

13,327

 

 

$

50,533

 

$

35,954

 

Weighted average Units outstanding

 

 

13,750,906

 

 

 

10,414,230

 

 

 

13,722,900

 

 

10,355,771

 

Basic and diluted earnings per unit

 

$

3.11

 

 

$

1.28

 

 

$

3.68

 

$

3.47

 

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

10. FINANCIAL HIGHLIGHTS

10.

FINANCIAL HIGHLIGHTS

Below isThe below table presents the schedule of financial highlights of the CompanyCompany:

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

Per Unit Data:(1)

 

 

 

 

 

 

NAV, beginning of period

 

$

90.58

 

 

$

95.68

 

Net investment income

 

 

5.94

 

 

 

5.26

 

Net realized and unrealized gains (losses)(2)

 

 

(2.18

)

 

 

(1.74

)

Income tax provision, realized and unrealized gains

 

 

(0.06

)

 

 

(0.01

)

Net increase in Members’ Capital from operations(2)

 

$

3.70

 

 

$

3.51

 

Distributions declared from net investment income

 

 

(3.03

)

 

 

(2.90

)

Total increase (decrease) in Members’ Capital

 

$

0.67

 

 

$

0.61

 

NAV, end of period

 

$

91.25

 

 

$

96.29

 

Units outstanding, end of period

 

 

13,854,750

 

 

 

11,366,534

 

Weighted average units outstanding

 

 

13,722,900

 

 

 

10,355,771

 

Total return based on NAV(3)

 

 

4.08

%

 

 

3.67

%

Supplemental Data/Ratio:(4)

 

 

 

 

 

 

Members’ Capital, end of period

 

$

1,264,301

 

 

$

1,094,510

 

Ratio of expenses (without incentive fees and interest and other debt
    expenses) to Members’ Capital

 

 

1.89

%

 

 

1.98

%

Ratio of interest and other debt expenses to average Members’ Capital

 

 

9.53

%

 

 

5.45

%

Ratio of incentive fees to average Members’ Capital

 

 

0.71

%

 

 

0.63

%

Ratio of total expenses to average Members’ Capital

 

 

12.13

%

 

 

8.06

%

Ratio of net investment income to average Members’ Capital

 

 

13.90

%

 

 

11.58

%

Portfolio turnover

 

 

2

%

 

 

3

%

(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 applicable period.
(2)
The amount shown may not correspond for the period from April 11, 2019 (commencementas it includes the effect of operations) to June 30, 2019:the timing of capital drawdowns and distributions.
(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)
Ratios are annualized, except for, as applicable, unvested Incentive Fees.

42

   For the period
from April 11,
2019
(commencement
of operations) to
June 30, 2019
Per Unit Data:(1)

 

NAV, beginning of period  $100.00 
Net investment loss   (2.09
Net realized and unrealized gains (losses)(2)   0.67 
  

 

 

 

Net increase (decrease) in net assets resulting from operations(2)   (1.42
  

 

 

 

Distributions declared from net investment income(3)    
  

 

 

 

Total increase (decrease) in net assets   (1.42
  

 

 

 

NAV, end of period  $98.58 
  

 

 

 

Units outstanding, end of period   849,211 
Weighted average units outstanding   301,230 
Total return based on NAV(4)   (1.42)% 
Ratio/Supplemental Data (all amounts in thousands except ratios):  
Members’ Capital, end of period  $83,711 
Ratio of net expenses to average Members’ Capital(5)   11.51% 
Ratio of expenses (without incentive fees and interest and other debt expenses) to average Members’ Capital(5)   7.74% 
Ratio of interest and other debt expenses to average Members’ Capital(5)   3.77% 
Ratio of incentive fees to average Members’ Capital(5)   –% 
Ratio of total expenses to average Members’ Capital(5)   11.51% 
Ratio of net investment income to average Members’ Capital(5)   (4.98)% 
Average debt outstanding  $19,429 
Average debt per unit(6)  $64.50 
Portfolio turnover   9% 

(1)

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

(2)

The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital drawdowns.

(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 applicable period.

Table of Contents

21

11. SUBSEQUENT EVENTS


11.

SUBSEQUENT EVENTS

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

On July 16, 2019,August 2, 2023, the Board of Directors approved and authorized an extension of the investment period of the Company entered into subscription agreements with investors providing additional capital commitments of $75,500. When combined with capital commitments made to the Company as of June 30, 2019, total capital commitments were $882,120.

On July 23, 2019, the Company delivered a capital drawdown notice to certain of its investors relating to the sale of 306,641 common Units for an aggregate offering priceadditional twelve-month period ending on September 26, 2024.

43


Table of approximately $30,269. The common Units were issued on July 30, 2019.Contents

On July 31, 2019, the Company entered into the first amendment to the Revolving Credit Facility pursuant to which the Company agreed to certain amendments to the Revolving Credit Facility and Western Alliance Bank agreed to become a lender with a $100,000 commitment under the accordion feature in the Company’s Revolving Credit Facility. Effective July 31, 2019, aggregate commitments under the Company’s Revolving Credit Facility are $275,000.

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

22


ITEM 2.

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

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit II LLC unless otherwise specified.or Goldman Sachs Private Middle Market Credit II LLC, together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,”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. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman SachsGS & 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 aclosed-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 intend to electhave 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”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year endingended December 31, 2019. From our commencement of investment operations on April 11, 2019 through June 30, 2019,2023, we have originated $99.20 million$4.04 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 debt, including last outlast-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that may extend deeper in a company’sborrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranchesuch loan. In a number of instances, we may find another lender to provide the “first out”“first-out” portion of sucha unitranche loan andwhile we retain the “last out”“last-out” portion of such loan, in which case, the “first out”“first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder overas compared to the “last out”“last-out” portion that we would continue to hold. In exchange for thetaking greater risk of loss, the “last out”“last-out” portion generally earns a higher interest rate than our “first out” portion.the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $125$200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excludingcertain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to another asset,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. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholdersunitholders (the “Unitholders”) at least 60 days prior to any change to the 80% investment policy described above.

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

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

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Table of Contents

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

For a discussion of the competitive landscape we face, please see “Item“Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in Amendment No. 1 to our Registration Statementannual report on Form 10, filed with10-K for the SEC onyear ended December 31, 2022.

Replacement of Interbank Offered Rates (IBORs) Including the London InterBank Offered Rate (“LIBOR”):

On July 1, 2023, the publication of all LIBOR settings as representative rates has ceased. The Financial Conduct Authority has allowed the publication and use of synthetic rates for certain U.S. dollar (“USD”) LIBOR settings in legal USD LIBOR-based contracts through September 2024. Since January 1, 2022, our new investments are generally indexed to SOFR. As of June 21, 2019.

30, 2023, we have facilitated an orderly transition of a majority of our investments and our Revolving Credit Facilities (as defined below) to SOFR or to alternative risk-free reference rates. Any remaining USD LIBOR-based investments will have transitioned subsequent to June 30, 2023 or have fallback provisions that will be utilized.

23


KEY COMPONENTS OF OPERATIONS

Investments

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

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

We generate revenuerevenues 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 orpayment-in-kind (“PIK”) interest.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 GS BDC, GS PMMC and GS MMLC, collectively(collectively with other client accounts managed by our Investment Adviser,the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

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Table of Contents

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 theex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to theour 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 andstart-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including 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 net asset value (“NAV”)NAV (including the expenses of any independent valuation firm);

legal, auditing or accounting expenses;

24


taxes or governmental fees;

the fees and expenses of our administrator, transfer agent, orsub-transfer agent;

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

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

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

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

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

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.

Leverage

The revolving credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Revolving Credit Facility”), and the revolving credit facility between the Company and MUFG Union Bank N.A.,Ltd. (the “MUFG Revolving Credit Facility” and together with the JPM Revolving Credit Facility, the “Revolving Credit Facility”Facilities”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% after such borrowing (if certain requirements are met). As of June 30, 2019,2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facility)Facilities) was 203%184% and 185%. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise

46


Table of Contents

segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on the assessment by our Investment Adviser’sAdviser and our board of directors’directors (the “Board of Directors” or the “Board”) assessment of market conditions and other factors at the time of any proposed borrowing.

25


PORTFOLIO AND INVESTMENT ACTIVITY

As of June 30, 2019, ourOur portfolio (excluding our investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $0.66 million)funds, if any) consisted of the following:

 

As of

  As of June 30, 2019 

 

June 30, 2023

 

 

December 31, 2022

  Amortized
Cost
   Fair
Value
   Percentage
of Total
Portfolio at
Fair Value
 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

  ($ in millions)     

 

($ in millions)

 

 

First Lien/Senior Secured Debt  $85.43   $85.37    100.0

 

$

2,626.49

 

 

$

2,579.59

 

 

$

2,610.79

 

 

$

2,561.72

 

 

  

 

   

 

   

 

 

Total Investments

  $ 85.43   $ 85.37    100.0
  

 

   

 

   

 

 

First Lien/Last-Out Unitranche

 

 

19.53

 

 

 

19.33

 

 

 

18.41

 

 

 

18.24

 

 

Second Lien/Senior Secured Debt

 

 

15.39

 

 

 

8.48

 

 

 

15.38

 

 

 

9.25

 

 

Unsecured Debt

 

 

6.57

 

 

 

6.56

 

 

 

5.59

 

 

 

5.55

 

 

Preferred Stock

 

 

37.90

 

 

 

44.42

 

 

 

39.73

 

 

 

40.99

 

 

Common Stock

 

 

11.00

 

 

 

13.44

 

 

 

11.00

 

 

 

11.90

 

 

Warrants

 

 

1.67

 

 

 

0.40

 

 

 

1.67

 

 

 

0.55

 

 

Total investments

 

$

2,718.55

 

 

$

2,672.22

 

 

$

2,702.57

 

 

$

2,648.20

 

 

As of June 30, 2019, the

The weighted average yield of our portfolio by asset type (excluding our investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $0.66 million)funds, if any), at amortized cost and fair value, was as follows:

 

As of

 

  As of June 30, 2019 

 

June 30, 2023

 

 

December 31, 2022

 

  Amortized
Cost
   Fair
Value
 

 

Amortized
Cost

 

 

Fair Value

 

 

Amortized
Cost

 

 

Fair Value

 

Weighted Average Yield(1)    

 

 

 

 

 

 

 

 

 

 

 

 

First Lien/Senior Secured Debt(2)   9.0%    9.0% 

 

 

12.1

%

 

 

12.8

%

 

 

11.1

%

 

 

11.6

%

First Lien/Last-Out Unitranche(2)(3)

 

 

14.2

 

 

 

14.3

 

 

 

13.2

 

 

 

13.2

 

Second Lien/Senior Secured Debt(2)

 

 

13.9

 

 

 

49.2

 

 

 

13.1

 

 

 

37.7

 

Unsecured Debt(2)

 

 

17.6

 

 

 

17.6

 

 

 

17.1

 

 

 

17.2

 

Preferred Stock(4)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock(4)

 

 

 

 

 

 

 

 

 

 

 

 

Warrants(4)

 

 

 

 

 

 

 

 

 

 

 

 

Total Portfolio   9.0%    9.0% 

 

 

11.9

%

 

 

12.7

%

 

 

10.9

%

 

 

11.5

%

(1)

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

(2)

Computed based on (a) the annual 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 onnon-accrual andnon-income producing investments) at amortized cost or fair value, respectively.

(1)
The weighted average yield of our portfolio does not represent the total return to our Unitholders.
(2)
Computed based on (a) the annual 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.
(3)
The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.
(4)
Computed based on (a) the 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.

As of June 30, 2023, the total portfolio weighted average yield measured at amortized cost and fair value was 11.9% and 12.7%, as compared to 10.9% and 11.5% as of December 31, 2022. The increase in the weighted average yield at amortized cost and fair value was primarily driven by rising interest rates and an increase in market volatility. Within the Second Lien/Senior Secured Debt, the increase in weighted average yield at fair value was primarily driven by the financial underperformance of Zep, Inc.

The following table presents certain selected information regarding our investment portfolio (excluding our investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $0.66 million) as of June 30, 2019:funds, if any):

 

 

As of

 

 

 

June 30,
2023

 

December 31,
2022

 

Number of portfolio companies

 

 

 

91

 

 

 

92

 

Percentage of performing debt bearing a floating rate(1)

 

 

 

100.0

%

 

 

100.0

%

Percentage of performing debt bearing a fixed rate(1)(2)

 

 

—%

 

 

—%

 

Weighted average leverage (net debt/EBITDA)(3)

 

 

5.9x

 

 

6.0x

 

Weighted average interest coverage(3)

 

 

1.6x

 

 

1.7x

 

Median EBITDA(3)

 

$

48.49 million

 

$

45.10 million

 

As of
June 30, 2019
Number of portfolio companies5
Percentage of performing debt bearing a floating rate

(1)

100.0%
Percentage of performing debt bearing a fixed rate(1)(2)–%
Weighted average leverage (net debt/EBITDA)(3)5.4x
Weighted average interest coverage(3)2.2x
Median EBITDA(3)$31.50 million

(1)

Measured on a fair value basis. Excludes investments, if any, placed onnon-accrual.

(2)

Includes income producing preferred stock investments, if applicable.

(3)

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the

47


Table of Contents

trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

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

As of June 30, 2019,2023 and December 31, 2022, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 0.0%39.1% and 38.2% 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 have not been independently verified by us and may reflect a normalized or adjusted amount.

26


Floating rates are primarily London InterBank Offered Rate (“LIBOR”) plus a spread.

Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitorsbasis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

(i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

(ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

(iii) comparisons to our other portfolio companies in the industry, if any;

(iv) attendance at and participation in boardBoard meetings or presentations by portfolio companies; and

(v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

Grade 1investments 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 2investments with a grade of 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 3investments with a grade of 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 andnon-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

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

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, theour 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 investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $0.66 million)funds, if any) on the 1 to 4 grading scale asscale:

 

 

As of

 

 

 

June 30, 2023

 

 

December 31, 2022

 

Investment Performance Rating

 

Fair Value

 

 

Percentage of
Total

 

 

Fair Value

 

 

Percentage of
Total

 

 

 

(in millions)

 

 

 

 

 

(in millions)

 

 

 

 

Grade 1

 

$

133.69

 

 

 

5.0

%

 

$

 

 

 

 

Grade 2

 

 

2,451.40

 

 

 

91.8

 

 

 

2,587.88

 

 

 

97.7

 

Grade 3

 

 

81.05

 

 

 

3.0

 

 

 

25.77

 

 

 

1.0

 

Grade 4

 

 

6.08

 

 

 

0.2

 

 

 

34.55

 

 

 

1.3

 

Total Investments

 

$

2,672.22

 

 

 

100.0

%

 

$

2,648.20

 

 

 

100.0

%

48


Table of June 30, 2019:Contents

   As of June 30, 2019 

Investment

Performance Rating

  Fair Value   Percentage
of Total
Portfolio
at Fair
Value
 
   

(in

millions)

     
Grade 1  $    
Grade 2   85.37    100.0 
Grade 3        
Grade 4        
  

 

 

   

 

 

 

Total Investments

  $85.37    100.0
  

 

 

   

 

 

 

The increase in investments with a grade 1 investment performance rating was driven by investments with an aggregate fair value of $133.69 million being upgraded from a grade 2 investment performance rating due to potential exits. The increase in investments with a grade 3 investment performance rating was primarily driven by investments with aggregate fair value of $55.19 million being downgraded from a grade 2 investment performance rating due to financial underperformance. The decrease in investments with a grade 4 investment performance rating was primarily driven by the restructuring of an investment with a fair value of $34.55 million.

27


The following table shows the amortized cost of our performing andnon-accrual investments (excluding our investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $0.66 million) as of June 30, 2019:funds, if any):

 

As of

 

  June 30, 2019 

 

June 30, 2023

 

 

December 31, 2022

 

  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)

 

 

 

 

Performing  $85.43    100.0

 

$

2,712.47

 

 

 

99.8

%

 

$

2,660.95

 

 

 

98.5

%

Non-accrual        

 

 

6.08

 

 

 

0.2

 

 

 

41.62

 

 

 

1.5

 

  

 

   

 

 

Total Investments

  $85.43    100.0

 

$

2,718.55

 

 

 

100.0

%

 

$

2,702.57

 

 

 

100.0

%

  

 

   

 

 

Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

The following table shows our investment activity by investment type(1):

 

 

For the Three Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

 

($ in millions)

 

Amount of investments committed at cost:

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

52.54

 

 

$

317.61

 

Unsecured Debt

 

 

 

 

 

5.58

 

Common Stock

 

 

 

 

 

1.45

 

Total

 

$

52.54

 

 

$

324.64

 

Proceeds from investments sold or repaid:

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

16.81

 

 

$

41.13

 

Total

 

$

16.81

 

 

$

41.13

 

Net increase (decrease) in portfolio

 

$

35.73

 

 

$

283.51

 

Number of new portfolio companies with new investment commitments

 

 

 

 

 

7

 

Total new investment commitment amount in new portfolio companies

 

$

 

 

$

196.16

 

Average new investment commitment amount in new portfolio companies

 

$

 

 

$

28.02

 

Number of existing portfolio companies with new investment commitments

 

 

3

 

 

 

9

 

Total new investment commitment amount in existing portfolio companies

 

$

52.54

 

 

$

128.48

 

Weighted average remaining term for new investment commitments (in years)(2)

 

 

2.2

 

 

 

5.6

 

Percentage of new debt investment commitments at floating interest rates

 

 

100.0

%

 

 

100.0

%

Percentage of new debt investment commitments at fixed interest rates(3)

 

 

%

 

 

%

Weighted average yield on new debt and income producing investment commitments(4)

 

 

13.8

%

 

 

8.3

%

Weighted average yield on new investment commitments(5)

 

 

13.8

%

 

 

8.2

%

Weighted average yield on debt and income producing investments sold or repaid(6)

 

 

10.9

%

 

 

11.3

%

Weighted average yield on investments sold or repaid(7)

 

 

10.9

%

 

 

2.2

%

(1)
Figures for new investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period from April 11, 2019 (commencementbut 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 operations) to June 30, 2019cash proceeds or other consideration.
(2)
Calculated as of the end of the relevant period and the maturity date of the individual investments.
(3)
May include preferred stock investments.
(4)
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment type:commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(5)
Computed based on (a) the annual 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. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(6)
Computed based on (a) the annual 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 on non-accrual.
(7)
Computed based on (a) the annual 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 the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 
   ($ in millions) 
New investments committed at cost:  
Gross originations  $99.20 
Less: Syndications(1)    
  

 

 

 
Net amount of new investments committed at cost:  $99.20 
Amount of investments committed at cost(2):  
First Lien/Senior Secured Debt  $99.20 
  

 

 

 

Total

  $99.20 
  

 

 

 
Proceeds from investments sold or repaid(9):  
First Lien/Senior Secured Debt  $3.97 
  

 

 

 

Total

  $3.97 
  

 

 

 

Net increase (decrease) in portfolio

  $95.23 
  

 

 

 
Number of new portfolio companies with new investment commitments(3)   5 
Total new investment commitment amount in new portfolio companies(3)  $99.20 
Average new investment commitment amount in new portfolio companies(3)  $19.84 
Number of existing portfolio companies with new investment commitments(3)    
Total new investment commitment amount in existing portfolio companies(3)  $ 
Weighted average remaining term for new investment commitments (in years)(3)(4)   5.5 
Percentage of new debt investment commitments at floating interest rates(3)(10)   100.0% 
Percentage of new debt investment commitments at fixed interest rates(3)(10)   –% 
Weighted average yield on new debt and income producing investment commitments(2)(3)(5)   8.9% 
Weighted average yield on new investment commitments(2)(3)(6)   8.9% 
Weighted average yield on debt and income producing investments sold or paid down(7)(9)   9.3% 
Weighted average yield on investments sold or paid down(8)(9)   9.3% 

(1)

Only includes syndications, if any, that occurred at the initial close of the investment.

(2)

Net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close of the investment.

(3)

May include positions originated during the period but not held at the reporting date.

(4)

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

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Table of Contents

28


(5)

Computed based on (a) the annual 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 arenon-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(6)

Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments onnon-accrual andnon-income producing investments). The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(7)

Computed based on (a) the annual 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 arenon-accrual.

(8)

Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments onnon-accrual andnon-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.

(9)

Excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(10)

Computed based on amount of investments committed at cost.

RESULTS OF OPERATIONS

Our operating results for the period from April 11, 2019 (commencement of operations) to June 30, 2019 were as follows:

 

For the Three Months Ended

 

 

For the Six Months Ended

 

  For the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

June 30, 2022

 

  ($ in millions) 

 

($ in millions)

 

Total investment income  $0.43 

 

$

83.07

 

 

$

50.89

 

 

$

161.24

 

$

97.76

 

Net expenses   (1.06

 

 

(43.32

)

 

 

(22.32

)

 

 

(79.67

)

 

(43.31

)

  

 

 

Net investment income

   (0.63

 

 

39.75

 

 

 

28.57

 

 

 

81.57

 

54.45

 

  

 

 
Net realized gain (loss) on investments    

 

 

(37.36

)

 

 

(5.33

)

 

 

(37.35

)

 

(5.33

)

Net unrealized appreciation (depreciation) on investments   (0.07

 

 

41.36

 

 

 

(11.01

)

 

 

8.05

 

(14.53

)

  

 

 

Net increase (decrease) in Members’ Capital resulting from operations

  $(0.70
  

 

 

Net realized and unrealized gains (losses) on foreign currency translations and other transactions

 

 

(0.59

)

 

 

1.03

 

 

 

(0.98

)

 

1.45

 

Income tax (provision) benefit, realized and unrealized gain/loss

 

 

(0.35

)

 

 

0.07

 

 

 

(0.76

)

 

(0.09

)

Net increase in members’ capital from operations

 

$

42.81

 

 

$

13.33

 

 

$

50.53

 

$

35.95

 

Net increase (decrease) in Members’ Capital resultingmembers’ capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation onin the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

   For the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 
   ($ in millions) 
Interest  $0.37 
Dividend income   0.05 
Other income   0.01 
  

 

 

 

Total investment income

  $0.43 
  

 

 

 

Investment IncomeOur investment income was as follows:

Investment

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

June 30, 2022

 

 

 

($ in millions)

 

Interest income

 

$

73.54

 

 

$

46.51

 

 

$

144.01

 

$

89.64

 

Payment-in-kind income

 

 

6.91

 

 

 

3.53

 

 

 

12.52

 

 

6.42

 

Dividend income

 

 

1.97

 

 

 

 

 

 

3.13

 

 

 

Other income

 

 

0.65

 

 

 

0.85

 

 

 

1.58

 

 

1.70

 

Total investment income

 

$

83.07

 

 

$

50.89

 

 

$

161.24

 

$

97.76

 

In the table above:

Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees, increased from $46.51 and 89.64 million for the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019 is2022 to $73.54 million and $144.01 million for the three and six months ended June 30, 2023. The increase was primarily driven by the rising base interest rate of our variable rate instruments, our deployment of capital and increasing invested balance.

The amortized cost of the portfolio increased from $2,651.40 million as of June 30, 2022 to $2,718.55 million as of June 30, 2023.
PIK income from investments increased from $3.53 million and $6.42 million for the three and six months ended June 30, 2022 to $6.91 million and $12.52 million for the three and six months ended June 30, 2023. The increase was due to the increase in the number of investments earning PIK income.

50


Table of Contents

29


Expenses

   For the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 
   ($ in millions) 
Interest and other debt expenses  $0.25 
Management fees   0.15 
Offering costs   0.24 
Organization expenses   0.16 
Professional fees   0.11 
Administration, custodian and transfer agent fees   0.11 
Directors’ fees   0.02 
Other expenses   0.02 
  

 

 

 

Net expenses

  $1.06 
  

 

 

 

Interest and other debtOur expenses were as follows:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

June 30, 2022

 

 

 

($ in millions)

 

Interest and other debt expenses

 

$

29.97

 

 

$

14.99

 

 

$

59.04

 

$

27.14

 

Management fees

 

 

4.68

 

 

 

3.95

 

 

 

9.32

 

 

7.71

 

Incentive fees

 

 

7.55

 

 

 

2.35

 

 

 

8.92

 

 

6.35

 

Professional fees

 

 

0.38

 

 

 

0.32

 

 

 

0.86

 

 

0.73

 

Directors’ fees

 

 

0.07

 

 

 

0.07

 

 

 

0.14

 

 

0.14

 

Other general and administrative expenses

 

 

0.67

 

 

 

0.64

 

 

 

1.39

 

 

1.24

 

Total expenses

 

$

43.32

 

 

$

22.32

 

 

$

79.67

 

$

43.31

 

In the table above:

Interest and other debt expenses increased from $14.99 million and $27.14 million for the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019 were $0.252022 to $29.97 million due to our entry intoand $59.04 million for the Revolving Credit Facility.

Management Fees

For the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019, we accrued management fees of $0.15 million.

Organization Expenses2023. The increase is driven by rising base interest rates and Offering Costs

We have incurred expenses related to our formation, organizationthe increase in debt borrowing.

Management Fees increased from $3.95 million and continuous offering of our Units. For$7.71 million for the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019, we accrued offering costs of $0.24 million. For2022 to $4.68 million and $9.32 million for the period from April 11, 2019 (commencement of operations) tothree and six months ended June 30, 2019, we incurred organization costs2023 primarily driven by an increase in members' capital.
The accrual for Incentive Fees increased from $2.35 million and $6.35 million for the three and six months ended June 30, 2022 to $7.55 million and $8.92 million for the three and six months ended June 30 2023. This was primarily driven by our inception-to-date results of $0.16 million.

operations.

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

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

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30,
2023

 

 

June 30, 2022

 

 

 

(in millions)

 

MedeAnalytics, Inc.

 

$

(37.37

)

 

$

 

 

$

(37.37

)

 

$

 

Convene 237 Park Avenue, LLC (dba Convene)

 

 

 

 

 

(5.33

)

 

 

 

 

 

(5.33

)

Other, net

 

 

0.01

 

 

 

 

 

 

0.02

 

 

 

 

Net realized gain (loss) on investments

 

$

(37.36

)

 

$

(5.33

)

 

$

(37.35

)

 

$

(5.33

)

For the three and six months ended June 30, 2023, net realized losses were primarily driven by the restructuring of our first lien debt investment in MedeAnalytics Inc. which resulted in a realized loss of $37.37 million. For the three and six months ended June 30, 2022, net realized losses were primarily driven by the full exit of our first lien debt investments in Convene 237 Park Avenue, LLC (dba Convene) in April 2022, which resulted in a realized loss of $5.33 million.


Any changes in fair value are recorded inas a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to “CriticalNote 2 “Significant Accounting Policies—Valuation of Portfolio Investments.”Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments for the period from April 11, 2019 (commencement of operations) to June 30, 2019 were as follows:

 

For the Three Months Ended

 

 

For the Six Months Ended

 

  For the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

  ($ in millions) 

 

($ in millions)

 

Unrealized appreciation  $0.16 

 

$

46.84

 

 

$

7.32

 

 

$

19.40

 

 

$

10.14

 

Unrealized depreciation   (0.23

 

 

(5.48

)

 

 

(18.33

)

 

 

(11.35

)

 

 

(24.67

)

  

 

 

Net change in unrealized appreciation (depreciation) on investments

  $(0.07

 

$

41.36

 

 

$

(11.01

)

 

$

8.05

 

 

$

(14.53

)

  

 

 

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30


The net change in unrealized appreciation (depreciation) on investments for the period from April 11, 2019 (commencement of operations) to June 30, 2019 consisted of the following:

   For the
period from
April 11, 2019
(commencement
of operations) to
June 30, 2019
 
   ($ in millions) 
Portfolio Company:  
Picture Head Midco LLC  $0.16 
CorePower Yoga, LLC   (1) 
Wolfpack IP Co.   (0.01
Riverpoint Medical, LLC   (0.06
GlobalTranz Enterprises LLC   (0.16
  

 

 

 

Total

  $(0.07
  

 

 

 

 

 

For the Three
Months Ended
June 30, 2023

 

For the Six
Months Ended
June 30, 2023

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

 

 

MedeAnalytics, Inc.

 

$

37.37

 

$

8.89

 

Other, net(1)

 

 

3.32

 

 

0.86

 

GovDelivery Holdings, LLC (dba Granicus, Inc.)

 

 

1.42

 

 

0.58

 

CloudBees, Inc.

 

 

0.55

 

 

1.07

 

Gainsight, Inc.

 

 

0.52

 

 

0.45

 

MRI Software LLC

 

 

0.48

 

 

0.25

 

Bigchange Group Limited

 

 

0.40

 

 

0.65

 

iCIMS, Inc.

 

 

0.11

 

 

(0.96

)

Broadway Parent, LLC

 

 

0.09

 

 

1.10

 

Zep Inc.

 

 

 

 

(0.78

)

Experity, Inc.

 

 

(0.37

)

 

(0.75

)

Whitewater Holding Company LLC

 

 

(0.42

)

 

(0.42

)

Thrasio, LLC

 

 

(0.56

)

 

(0.22

)

Zodiac Intermediate, LLC (dba Zipari)

 

 

(0.60

)

 

(1.72

)

Premier Care Dental Management, LLC

 

 

(0.95

)

 

(0.95

)

Total

 

$

41.36

 

$

8.05

 

(1)

Amount rounds to less than $(0.00) million

(1)
Includes gross unrealized appreciation of $5.90 million and $6.41 million, and gross unrealized depreciation of $(2.58) million and $(5.55) million.

Net change in unrealized appreciation (depreciation) in our investments for the three months ended June 30, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in MedeAnalytics, Inc.

 

 

For the Three
Months Ended
June 30, 2022

 

For the Six
Months Ended
June 30, 2022

 

 

 

($ in millions)

 

Portfolio Company:

 

 

 

 

 

Convene 237 Park Avenue, LLC (dba Convene)

 

$

6.02

 

$

7.59

 

Chronicle Bidco Inc. (dba Lexitas)

 

 

0.58

 

 

0.56

 

Total Vision LLC

 

 

0.18

 

 

(0.17

)

Diligent Corporation

 

 

0.08

 

 

0.63

 

Viant Medical Holdings, Inc.

 

 

0.08

 

 

(0.22

)

WhiteWater Holding Company LLC

 

 

(0.01

)

 

0.10

 

Zarya Intermediate, LLC (dba iOFFICE)

 

 

(0.37

)

 

0.70

 

MedeAnalytics, Inc.

 

 

(0.38

)

 

(3.17

)

Zep Inc.

 

 

(0.77

)

 

(1.49

)

Purfoods, LLC

 

 

(0.81

)

 

(0.85

)

Gainsight, Inc.

 

 

(0.91

)

 

(0.98

)

Bigchange Group Limited

 

 

(1.03

)

 

(1.49

)

CloudBees, Inc.

 

 

(2.29

)

 

(1.52

)

Other, net(1)

 

 

(11.38

)

 

(14.22

)

Total

 

$

(11.01

)

$

(14.53

)

(1)
Includes gross unrealized appreciation of $0.38 million and $0.56 million, and gross unrealized depreciation of $(11.76) million and $(14.78) million.

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


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 or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

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

52


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be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.Leverage.” As of June 30, 2019,2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 203%184% and 185%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

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

31


As of June 30, 2019, we had cash of approximately $77.59 million. In addition, as of June 30, 2019, we had an investment in a money market fund managed by an affiliate of Group Inc. of $0.66 million. Cash used for operating activities for the period from April 11, 2019 (commencement of operations) to June 30, 2019 was approximately $86.75 million, primarily driven by purchases of investments of $89.38 million, net purchases of investments in the affiliated money market fund of $0.66 million, and a decrease in Members’ Capital resulting from operations of $0.70 million, offset by proceeds from sales and principal repayments of $3.96 million and other operating activities of $0.03 million. Cash provided by financing activities for the period from April 11, 2019 (commencement of operations) to June 30, 2019 was approximately $164.34 million, primarily driven by proceeds from the issuance of common Units of $84.41 million and borrowings on debt of $136.70 million, offset by repayments on debt of $55.80 million and other financing activities of $0.97 million.

To the extent permissible under the risk retention rules and applicable provisions of the Investment Company 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 anon-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 (“SBIC”) 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 April 11, 2019 and served as our sole initial member. We cancelled the Initial Member’s interest in the Company on May 3, 2019. 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 June 30, 2019,the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

   June 30, 2019 
    

Capital

Commitments

($ in millions)

   

Unfunded

Capital

Commitments

($ in millions)

   

% of Capital

Commitments

Funded

 
Common Units  $806.62   $722.21    10

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

 

Capital
Commitments
($ in millions)

 

 

Unfunded
Capital
Commitments
($ in millions)

 

 

% of Capital
Commitments
Funded

 

Common Units

 

$

1,475.81

 

 

$

132.82

 

 

 

91

%

 

$

1,475.81

 

 

$

147.58

 

 

 

90

%

The following table summarizes the total Units issued and proceeds related to capital drawdowns for the period from April 11, 2019 (commencement of operations) to June 30, 2019:drawdowns:

Unit Issue Date

 

Units Issued

 

 

Proceeds
Received
($ in millions)

 

For the Six Months Ended June 30, 2023

 

 

 

 

 

 

May 30, 2023

 

 

160,166

 

 

$

14.76

 

Total capital drawdowns

 

 

160,166

 

 

$

14.76

 

For the Six Months Ended June 30, 2022

 

 

 

 

 

 

June 21, 2022

 

 

1,069,872

 

 

$

103.31

 

Total capital drawdowns

 

 

1,069,872

 

 

$

103.31

 

Unit Issue Date  Units Issued  

Proceeds

($ in millions)

 
May 3, 2019  324,643  $32.47 
June 21, 2019  524,568   51.94 

Total capital drawdowns

  849,211  $84.41 

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 (the “Administrator”) has agreed to furnish us with the administrative services necessary to conduct ourday-to-day operations, we pay our administratorAdministrator such fees as may be agreed between us and our administratorAdministrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.

The following table shows our contractual obligations as of June 30, 2019:2023:

   Payments Due by Period ($ in millions) 
   Total   Less Than
1 Year
   1 – 3 Years   3 – 5 Years   More Than
5 Years
 
Revolving Credit Facility  $80.90   $   $80.90   $   $ 

 

 

Payments Due by Period ($ in millions)

 

 

 

Total

 

 

Less Than
1 Year

 

 

1 – 3
Years

 

 

3 – 5
Years

 

 

More Than
5 Years

 

MUFG Revolving Credit Facility

 

$

35.50

 

 

$

35.50

 

 

$

 

 

$

 

 

$

 

JPM Revolving Credit Facility(1)

 

$

1,466.19

 

 

$

 

 

$

1,466.19

 

 

$

 

 

$

 

(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 June 30, 2023, the Company had outstanding borrowings denominated in USD of $1,445.50 million, in Canadian Dollars (CAD) of 0.15 million and in British Pound (GBP) of 16.20 million.

MUFG Revolving Credit Facility

We entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Union Bank N.A.Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender.

lender, and the other lenders from time to time party thereto. We amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 and May 4, 2023.

32


Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $175.00$50.05 million as of June 30, 2019.2023. 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 the Revolving Credit Facility up to $500.00 million, subject to increasing commitments of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The stated maturity date of the MUFG Revolving Credit Facility is May 7, 2021.November 3, 2023, which may be extended by us exercising our committed 6-month extension option.

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Table of Contents

Under the MUFG Revolving Credit Facility, we have the ability to elect, for loans denominated in U.S. Dollars, either LIBORTerm SOFR with a one-, three- or, if available, six-month tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. Dollar currencies, the applicable benchmark specified in the MUFG Revolving Credit Facility), and loans denominated in U.S. Dollars may be converted from one rate to another at any time, subject to certain conditions. InterestThe interest rate on obligations under the MUFG Revolving Credit Facility is (A) Term SOFR plus a credit spread adjustment for the prevailing LIBOR for one, two, three or six months (the “Applicable LIBOR”)applicable tenor (or other listed offered rate, depending upon the currency of borrowing) plus 2.25%2.75% per annum or (B) an alternatealternative base rate (the greatergreatest of the prime rate of such commercial bank,set by MUFG Bank, Ltd., the federal funds rate plus 0.50%, and LIBORTerm SOFR with a one-month tenor plus 1.00%) (“ABR”)) plus 1.15%1.75% per annum. We pay a 0.25%0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

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

JPM Revolving Credit Facility

On September 24, 2020, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, U.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. The Company amended the JPM Revolving Credit Facility may be prepaidon numerous occasions between February 12, 2021 and February 15, 2022.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at any time without premium or penalty, subjecta per annum rate equal to (x) Term SOFR (or the applicable breakage costs. Loans are subject to mandatory prepaymentbenchmark for amounts exceedingloans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the Borrowing Base or the lenders’ aggregate commitmentcurrency of borrowing) in effect and, (y) to the extent requiredTerm SOFR is unavailable, a rate per annum equal to comply with the Investment Company Act, as appliedgreater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.75% per annum, after giving effect to BDCs. Transfersthe amendment dated February 15, 2022. SPV will also pay a commitment fee of interests0.75% per annum on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the Company by investors are subject to certain restrictions under theJPM Revolving Credit Facility and may trigger mandatory prepayment obligations.

Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of June 30, 2023, the total commitments under the JPM Revolving Credit Facility were $1,650.00 million. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at that time.

SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a perfected first priority security interest in the unfunded capital commitmentsall of our investors (with certain exceptions)SPV’s portfolio of investments and the proceeds thereof, including an assignmentcash. 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 investorsJPM Revolving Credit Facility is limited to the value of our investment in SPV.

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

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund their capitalinvestments and to meet the financial needs of our portfolio companies. These instruments may include commitments but lenders cannot seek recourse against a Unitholderto extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of such Unitholder’s obligationthe amount recognized in the balance sheet. As of June 30, 2023, we believed that we had adequate financial resources to contribute capitalsatisfy our unfunded commitments. Our unfunded commitments to us.provide funds to portfolio companies were as follows:

The Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on our ability to make certain distributions. The Revolving Credit Facility includes customary conditions precedent to draw-down of loans and customary events of default. We are in compliance with these covenants.

 

 

As of

 

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

(in millions)

 

Unfunded Commitments

 

 

 

 

 

 

First Lien/Senior Secured Debt

 

$

317.88

 

 

$

347.48

 

First Lien/Last-Out Unitranche

 

 

4.89

 

 

 

5.97

 

Total

 

$

322.77

 

 

$

353.45

 

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 are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimedno-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC staffno-action letter (the “BDC CFTCNo-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 CFTCNo-Action Letter Rule 4.5 imposes strict

54


Table of Contents

limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

In August 2022, Rule 18f-4 under the Investment Company Act, regarding the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions), became effective. Under the newly adopted rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These new requirements will apply unless the BDC CFTCNo-Action Letter.

33


OFF-BALANCE SHEET ARRANGEMENTS

Wequalifies as a “limited derivatives user,” as defined under the adopted rules. Under the new rule, a BDC may becomeenter into an unfunded commitment agreement that is not a partyderivatives transaction, such as an agreement to investment commitmentsprovide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and to financial instruments withoff-balance sheet risk in the normal course of our business to fund investments andcash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the financial needs of our portfolio companies. These instruments may include commitmentsfinal rule, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess ofaggregate the amount recognized in the balance sheet. As of June 30, 2019 we believed that we had adequateany other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial resources to satisfy our unfunded commitments. As of June 30, 2019 our unfunded commitments to provide funds to portfolio companies were as follows:contracts.

   As of
June 30, 2019
 
   (in millions) 
Unfunded Commitments  
First Lien/Senior Secured Debt  $9.81 
  

 

 

 

Total

  $9.81 
  

 

 

 

As of June 30, 2019, we had aggregate Commitments and undrawn Commitments from investors as follows:

   June 30, 2019 
    

Capital

Commitments

($ in millions)

   

Unfunded

Capital

Commitments

($ in millions)

   

% of Capital

Commitments

Funded

 
Common Units  $806.62   $722.21    10

RECENT DEVELOPMENTS

On July 16, 2019, we entered into subscription agreements with investors providing additional capital commitments of $75.50 million. When combined with capital commitments made to us as of June 30, 2019, total capital commitments were $882.12 million.

On July 23, 2019, we delivered a capital drawdown notice to certain of our investors relating to the sale of 306,641 common Units for an aggregate offering price of approximately $30.27 million. The common Units were issued on July 30, 2019.

On July 31, 2019, we entered into the first amendment to the Revolving Credit Facility pursuant to which we agreed to certain amendments to the Revolving Credit Facility and Western Alliance Bank agreed to become a lender with a $100.00 million commitment under the accordion feature in our Revolving Credit Facility. Effective July 31, 2019, aggregate commitments under our Revolving Credit Facility are $275.00 million.

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 financial statements.

Valuation of Portfolio Investments

As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, 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 within the meaning of the Investment Company Act, 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”).

34


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 certainover-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 certainover-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;

35


(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 Working Group 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 aquarter-end (such as in connection with issuances of Units on dates occurringmid-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, which is the date when we assume the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments is recorded on the record date for private portfolio companies or on theex-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 may also invest in newly-issued debt securities that are sold by issuers with an OIDconsider the most significant accounting policies 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 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

Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the investment has sufficient collateral value and is in the process of collection. As of June 30, 2019, we had no investments onnon-accrual status.

36


Distribution Policy

We intend to pay quarterly distributionsthose related to our Unitholders outValuation of assets legally available for distribution. Future quarterly distributions, if any, will be determined byPortfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.

RECENT DEVELOPMENTS

On August 2, 2023, our Board of Directors. All distributions will be subject to lawfully available funds therefor,Directors approved and no assurance can be given that we will be able to declare distributions in future periods.

We intend to elect 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, 2019. To qualify for and maintain our tax treatment as a RIC, we must, among other things, timely distribute to our Unitholders at least 90%authorized an extension of our investment company taxable incomeperiod 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 carry forward taxable income for distribution in the following year and pay any applicable 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 be required to 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 specifiedsource-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 tax. We generally will be required to pay a 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 theone-yearan additional twelve-month period ending on October 31September 26, 2024.

55


Table 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.Contents

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 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

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 June 30, 2019,2023 and December 31, 2022, on a fair value basis, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit FacilityFacilities bear interest at a floating rate.

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

Based on our June 30, 2019 balance sheet,2023 Consolidated Statements of Financial Condition, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

As of June 30, 2019

Basis Point Change

  Interest
Income
   Interest
Expense
   Net
Income
 
(in millions)            

As of June 30, 2023
Basis Point Change

 

Interest
Income

 

 

Interest
Expense

 

 

Net
Income

 

($ in millions)

 

 

 

 

 

 

 

 

 

Up 300 basis points  $2.40   $(2.27  $0.13 

 

$

64.90

 

 

$

(34.21

)

 

$

30.69

 

Up 200 basis points   1.60    (1.51   0.09 

 

 

43.27

 

 

 

(22.80

)

 

 

20.47

 

Up 100 basis points   0.80    (0.76   0.04 

 

 

21.63

 

 

 

(11.40

)

 

 

10.23

 

Up 75 basis points   0.60    (0.57   0.03 

 

 

16.23

 

 

 

(8.55

)

 

 

7.68

 

Up 50 basis points   0.40    (0.38   0.02 

 

 

10.82

 

 

 

(5.70

)

 

 

5.12

 

Up 25 basis points   0.20    (0.19   0.01 

 

 

5.41

 

 

 

(2.85

)

 

 

2.56

 

Down 25 basis points   (0.20   0.19    (0.01

 

 

(5.41

)

 

 

2.85

 

 

 

(2.56

)

Down 50 basis points   (0.40   0.38    (0.02

 

 

(10.82

)

 

 

5.70

 

 

 

(5.12

)

Down 75 basis points   (0.60   0.57    (0.03

 

 

(16.23

)

 

 

8.55

 

 

 

(7.68

)

Down 100 basis points   (0.80   0.76    (0.04

 

 

(21.63

)

 

 

11.40

 

 

 

(10.23

)

Down 200 basis points   (1.19   1.51    0.32 

 

 

(43.27

)

 

 

22.80

 

 

 

(20.47

)

Down 300 basis points   (1.23   1.82    0.59 

 

 

(64.90

)

 

 

34.21

 

 

 

(30.69

)

37


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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.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 ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2019.2023. 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.Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 20192023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

38

56


Table of Contents

PART II –II. OTHER INFORMATION

Item 1. Legal Proceedings.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.RISK FACTORS

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A:1A. “Risk Factors” of Amendment No. 1 to our Registration Statementannual report on Form 1010-K for the year ended December 31, 2022, which was filed with the SEC on June 21, 2019.March 2, 2023. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

WeOur business and the businesses of our portfolio companies are exposed to risksdependent on bank relationships and recent concerns associated with changesthe banking system may adversely impact us.


The financial markets recently experienced volatility in interest rates.

Our debt investmentsconnection with concerns that some banks, especially small and regional banks, may have significant investment-related losses that might make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government announced measures to assist certain banks and protect depositors, some banks had already been impacted and others may be based on floating rates,adversely impacted, by such as LIBOR,volatility. Our business and 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 valuebusinesses of our securities and our rate of returnportfolio companies are dependent on invested capital. Currently, most of our floating rate investments are linkedbank relationships. We continue to LIBOR and it is unclear how increased regulatory oversight and changes in the method for determining LIBOR may affect the value ofmonitor the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect ourhealth of these relationships. Any further strain on the banking system may adversely impact the business, financial condition and results of operations or financial condition. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans,us and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest a lower interest rate, which could have an adverse impact on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facility. If we are unable to do so, amounts drawn under the Revolving Credit Facility may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.companies.

Because we have borrowed money, and may issue preferred stock 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 stock 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 stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. 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 floor), 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.

In periods of rising interest rates, 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 we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), 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 rate 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.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the total Units issued and proceeds related to capital drawdowns delivered pursuant to the Subscription Agreements for the period from April 11, 2019 (commencement of operations) to June 30, 2019:drawdowns:

Unit Issue Date

 

Units Issued

 

 

Proceeds
Received
($ in millions)

 

For the Six Months Ended June 30, 2023

 

 

 

 

 

 

May 30, 2023

 

 

160,166

 

 

$

14.76

 

Total capital drawdowns

 

 

160,166

 

 

$

14.76

 

For the Six Months Ended June 30, 2022

 

 

 

 

 

 

June 21, 2022

 

 

1,069,872

 

 

$

103.31

 

Total capital drawdowns

 

 

1,069,872

 

 

$

103.31

 

Unit Issue Date

  Units Issued  

Proceeds

($ in millions)

 
May 3, 2019  324,643  $32.47 
June 21, 2019  524,568   51.94 

Total capital drawdowns

  849,211  $84.41 

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 purchased by it 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 issuances and sales.

Item 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not applicable.

Item 5. Other Information.OTHER INFORMATION

None.None


Item 6. Exhibits.
EXHIBITS

The exhibits filed as part of this Quarterly Report on Form10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

3957


Table of Contents


INDEX TO EXHIBITS

EXHIBIT
NO.

EXHIBIT

EXHIBIT NO.

EXHIBIT

3.1

  3.1

Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (FileNo. 000-56052), filed on May 2, 2019).

10.1

  3.2

Joinder agreement,Third Amended and Restated Limited Liability Company Agreement dated as of June 26, 2019, by People’s United Bank National Association, as Subsequent Lender in favor of the Company, as borrower, and MUFG Union Bank, N.A., as administrative agent under the Revolving Credit FacilityDecember 16, 2021 (incorporated by reference to Exhibit 10.13.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on July 1, 2019)December 20, 2021).

10.2*

  10.1*

FirstSeventh Amendment to Revolving Credit Agreement, dated as of July 31, 2019, between the Company,May 4, 2023, by and among Goldman Sachs Private Middle Market Credit II LLC, as Borrower,borrower, MUFG Bank, Ltd. (as successor to MUFG Union Bank, N.A.), as Administrative Agent, and MUFG Union Bank, N.A., as Administrative Agent and the Letter of Credit Issuer, and the Lenders party thereto.

  31.1*

31.1*

Certification of ChiefCo-Chief Executive Officer pursuant to Securities Exchange Act Rule13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief FinancialCo-Chief Executive Officer pursuant to Securities Exchange Act Rule13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

  31.3*

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

  32.1*

Certification of Co-Chief Executive Officer andpursuant 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.

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101 CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith.

* Filed herewith.

40

58


Table of ContentsSIGNATURES

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 II LLC

Date: August 1, 20198, 2023

/s/ Brendan McGovernAlex Chi

Brendan McGovern

Chief

Name: Alex Chi

Title: Co-Chief Executive Officer and President

(Principal Executive Officer)Co-President

(Co-Principal Executive Officer)

Date: August 1, 20198, 2023

/s/ Jonathan LammDavid Miller

Jonathan Lamm

Name: David Miller

Title: Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

Date: August 8, 2023

/s/ David Pessah

David Pessah

Chief Financial Officer and Treasurer

(Principal Financial Officer)

41

59