UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021March 31, 2022
or
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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-56052
Goldman Sachs Private Middle Market Credit II LLC
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 83-3053002 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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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
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| None |
| None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☐☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: | ☐ | Accelerated filer: | ☐ | Non-accelerated filer: | ☒ | Smaller reporting company: | ☐ |
Emerging growth company: | ☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
The numberAs of May 10, 2022, there were 10,296,662 units of the registrant’s limited liability companycompany's common units outstanding as of August 5, 2021 was 7,553,974outstanding..
2
GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021MARCH 31, 2022
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PART I | 4 | ||||
ITEM 1. | 4 | ||||
| 4 | ||||
| 5 | ||||
| Consolidated Statements of Changes in | 6 | |||
| 7 | ||||
| 8 | ||||
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ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. |
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ITEM 4. |
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PART II |
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ITEM 1. |
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ITEM 1A. |
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ITEM 2. |
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ITEM 3. |
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ITEM 4. |
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ITEM 5. |
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ITEM 6. |
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2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2020 and our quarterly report on Form 10-Q for the quarter ended March 31, 2021, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ, from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. UnderThe 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 Form 10-Q.because we are an investment company.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
• our future operating results;
• the impact of the novel coronavirus (“COVID-19”("COVID-19") pandemic or any future pandemic or epidemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;
• changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic or any future pandemic;
• uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, includingand the effect of the current COVID-19 pandemic;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 Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company;
• the use of borrowed money to finance a portion of our investments;
• our ability to make distributions;
• the adequacy of our cash resources and working capital;
• changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);
• the timing of cash flows, if any, from the operations of our portfolio companies;
• the impact of future acquisitions and divestitures;
• the effect of changes in tax laws and regulations and interpretations thereof;
• our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);
• actual and potential conflicts of interest with the Investment Adviser and its affiliates;
• the ability of the Investment Adviser to attract and retain highly talented professionals;
• the impact on our business from new or amended legislation or regulations;
• 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 otherrather than U.S. dollars.
dollars;
• the impact of inflation on our portfolio companies;
• the effect of global climate change on our portfolio companies;
• the impact of interruptions in the supply chain on our portfolio companies; and
• the increased public scrutiny of and regulation related to corporate social responsibility.
3
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Statements of Financial Condition
(in thousands, except unit and per unit amounts)
|
| June 30, 2021 (Unaudited) |
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| December 31, 2020 |
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| March 31, 2022 (Unaudited) |
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| December 31, 2021 |
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Assets |
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Investments, at fair value |
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Non-controlled/non-affiliated investments (cost of $1,536,768 and $1,171,340) |
| $ | 1,534,810 |
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| $ | 1,159,046 |
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Non-controlled/non-affiliated investments (cost of $2,454,027 and $2,308,568) |
| $ | 2,452,988 |
| $ | 2,311,044 |
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Cash |
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| 155,325 |
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| 8,709 |
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| 39,679 |
| 31,602 |
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Receivable for investments sold |
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| 312 |
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| 191 |
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| 3,616 |
| 1,099 |
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Receivable for common units sold |
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| 5,381 |
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| — |
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Interest and dividends receivable |
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| 9,630 |
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| 7,148 |
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| 21,835 |
| 22,973 |
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Deferred financing costs |
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| 6,639 |
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| 4,010 |
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| 7,917 |
| 7,695 |
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Other assets |
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| 616 |
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| 564 |
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| 230 |
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| 18 |
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Total assets |
| $ | 1,712,713 |
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| $ | 1,179,668 |
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| $ | 2,526,265 |
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| $ | 2,374,431 |
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Liabilities |
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Debt |
| $ | 931,071 |
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| $ | 547,700 |
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| $ | 1,477,807 |
| $ | 1,325,737 |
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Interest and other debt expenses payable |
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| 4,470 |
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| 1,821 |
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| 9,191 |
| 8,669 |
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Management fees payable |
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| 2,585 |
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| 2,248 |
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| 3,751 |
| 3,762 |
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Incentive fees payable |
|
| 11,759 |
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| — |
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| 24,827 |
| 20,834 |
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Payable for investments purchased |
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| 19,076 |
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| 30 |
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| 1,170 |
| 124 |
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Distribution payable |
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| — |
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| 13,798 |
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| — |
| 28,363 |
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Accrued offering costs |
|
| — |
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| 218 |
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Directors’ fees payable |
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| 90 |
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| 5 |
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| 69 |
| 4 |
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Accrued expenses and other liabilities |
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| 1,451 |
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| 828 |
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| 1,675 |
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| 1,790 |
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Total liabilities |
| $ | 970,502 |
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| $ | 566,648 |
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| $ | 1,518,490 |
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| $ | 1,389,283 |
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Commitments and contingencies (Note 7) |
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Members’ capital |
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Preferred units (0 units issued and outstanding) |
| $ | — |
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| $ | — |
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| $ | — |
| $ | — |
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Common units (7,553,974 and 6,427,515 units issued and outstanding as of June 30, 2021 and December 31, 2020) |
|
| 736,177 |
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| 625,491 |
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Common units (10,296,662 and 10,296,662 units issued and outstanding as of March 31, 2022 and December 31, 2021, respectively) |
| 980,969 |
| 980,969 |
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Distributable earnings |
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| 6,034 |
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| (12,471 | ) |
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| 26,806 |
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| 4,179 |
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Total members’ capital |
| $ | 742,211 |
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| $ | 613,020 |
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| $ | 1,007,775 |
|
| $ | 985,148 |
|
Total liabilities and members’ capital |
| $ | 1,712,713 |
|
| $ | 1,179,668 |
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| $ | 2,526,265 |
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| $ | 2,374,431 |
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Net asset value per unit |
| $ | 98.25 |
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| $ | 95.37 |
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| $ | 97.87 |
| $ | 95.68 |
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The accompanying notes are part of these unaudited consolidated financial statements.
4
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Statements of Operations
(in thousands, except unit and per unit amounts)
(Unaudited)
|
| For the Three Months Ended |
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| For the Six Months Ended |
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| For the Three Months Ended |
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|
| June 30, 2021 |
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| June 30, 2020 |
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| June 30, 2021 |
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| June 30, 2020 |
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| March 31, 2022 |
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| March 31, 2021 |
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Investment Income: |
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From non-controlled/non-affiliated investments: |
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Interest income |
| $ | 30,461 |
|
| $ | 10,994 |
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| $ | 57,427 |
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| $ | 20,608 |
|
| $ | 43,134 |
| $ | 26,805 |
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Payment-in-kind |
| 2,891 |
| 161 |
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Other income |
|
| 479 |
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| 106 |
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| 999 |
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| 239 |
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| 842 |
| 520 |
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From non-controlled affiliated investments: |
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Dividend income |
|
| — |
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| 22 |
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|
| — |
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| 31 |
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Total investment income |
| $ | 30,940 |
|
| $ | 11,122 |
|
| $ | 58,426 |
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| $ | 20,878 |
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| $ | 46,867 |
|
| $ | 27,486 |
|
Expenses: |
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Interest and other debt expenses |
| $ | 7,470 |
|
| $ | 1,740 |
|
| $ | 13,420 |
|
| $ | 4,046 |
|
| $ | 12,149 |
| $ | 5,950 |
| |
Management fees |
|
| 2,585 |
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|
| 1,474 |
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|
| 4,934 |
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|
| 2,606 |
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| 3,751 |
| 2,349 |
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Incentive fees |
|
| 4,407 |
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|
| — |
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| 11,759 |
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|
| — |
|
| 3,993 |
| 7,352 |
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Offering costs |
|
| — |
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| 39 |
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|
| — |
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|
| 457 |
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Professional fees |
|
| 296 |
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|
| 159 |
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|
| 784 |
|
|
| 282 |
|
| 404 |
| 488 |
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Directors’ fees |
|
| 90 |
|
|
| 89 |
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|
| 180 |
|
|
| 179 |
|
| 71 |
| 90 |
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Other general and administrative expenses |
|
| 585 |
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|
| 360 |
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|
| 1,125 |
|
|
| 621 |
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|
| 616 |
|
|
| 540 |
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Total expenses |
| $ | 15,433 |
|
| $ | 3,861 |
|
| $ | 32,202 |
|
| $ | 8,191 |
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| $ | 20,984 |
|
| $ | 16,769 |
|
Net investment income |
| $ | 15,507 |
|
| $ | 7,261 |
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| $ | 26,224 |
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| $ | 12,687 |
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| $ | 25,883 |
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| $ | 10,717 |
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Net realized and unrealized gains (losses): |
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Net realized gain (loss) from: |
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Non-controlled/non-affiliated investments |
| $ | 32 |
|
| $ | — |
|
| $ | 29 |
|
| $ | — |
|
| $ | — |
| $ | (3 | ) | |
Foreign currency transactions |
|
| 2 |
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|
| — |
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|
| — |
|
|
| — |
|
| — |
| (2 | ) | |||
Net change in unrealized appreciation (depreciation) from: |
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|
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Non-controlled/non-affiliated investments |
|
| 3,987 |
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|
| 9,551 |
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|
| 10,335 |
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|
| (22,909 | ) |
| (3,515 | ) |
| 6,348 |
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Foreign currency translations |
| 422 |
| — |
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Net realized and unrealized gains (losses) |
| $ | 4,021 |
|
| $ | 9,551 |
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| $ | 10,364 |
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| $ | (22,909 | ) |
| $ | (3,093 | ) |
| $ | 6,343 |
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(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
| (46 | ) |
|
| — |
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| 11 |
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|
| — |
|
|
| (163 | ) |
|
| 57 |
|
Net increase (decrease) in members’ capital from operations |
| $ | 19,482 |
|
| $ | 16,812 |
|
| $ | 36,599 |
|
| $ | (10,222 | ) | ||||||||
Net increase in members’ capital from operations |
| $ | 22,627 |
|
| $ | 17,117 |
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Weighted average units outstanding |
|
| 6,464,651 |
|
|
| 4,302,763 |
|
|
| 6,446,186 |
|
|
| 3,498,076 |
|
| 10,296,662 |
| 6,427,515 |
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Net investment income per unit (basic and diluted) |
| $ | 2.40 |
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| $ | 1.69 |
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| $ | 4.07 |
|
| $ | 3.63 |
|
| $ | 2.51 |
| $ | 1.67 |
| |
Earnings (loss) per unit (basic and diluted) |
| $ | 3.01 |
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| $ | 3.91 |
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| $ | 5.68 |
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| $ | (2.92 | ) | ||||||||
Earnings per unit (basic and diluted) |
| $ | 2.20 |
| $ | 2.66 |
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The accompanying notes are part of these unaudited consolidated financial statements.
5
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Statements of Changes in Members’ Capital
(in thousands, except per unit amounts)
(Unaudited)
|
| For the Three Months Ended |
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| For the Six Months Ended |
| ||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
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Members’ capital at beginning of period |
| $ | 630,137 |
|
| $ | 375,562 |
|
| $ | 613,020 |
|
| $ | 227,925 |
|
Increase (decrease) in members’ capital from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net investment income |
| $ | 15,507 |
|
| $ | 7,261 |
|
| $ | 26,224 |
|
| $ | 12,687 |
|
Net realized gain (loss) |
|
| 34 |
|
|
| — |
|
|
| 29 |
|
|
| — |
|
Net change in unrealized appreciation (depreciation) |
|
| 3,987 |
|
|
| 9,551 |
|
|
| 10,335 |
|
|
| (22,909 | ) |
(Provision) benefit for unrealized appreciation/depreciation on investments |
|
| (46 | ) |
|
| — |
|
|
| 11 |
|
|
| — |
|
Net increase (decrease) in members’ capital from operations |
| $ | 19,482 |
|
| $ | 16,812 |
|
| $ | 36,599 |
|
| $ | (10,222 | ) |
Distributions to unitholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Distributable earnings |
| $ | (18,094 | ) |
| $ | (5,844 | ) |
| $ | (18,094 | ) |
| $ | (5,844 | ) |
Total distributions to unitholders |
| $ | (18,094 | ) |
| $ | (5,844 | ) |
| $ | (18,094 | ) |
| $ | (5,844 | ) |
Capital transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of units |
| $ | 110,686 |
|
| $ | 28,892 |
|
| $ | 110,686 |
|
| $ | 203,563 |
|
Net increase in members’ capital from capital transactions |
| $ | 110,686 |
|
| $ | 28,892 |
|
| $ | 110,686 |
|
| $ | 203,563 |
|
Total increase (decrease) in members’ capital |
| $ | 112,074 |
|
| $ | 39,860 |
|
| $ | 129,191 |
|
| $ | 187,497 |
|
Members’ capital at end of period |
| $ | 742,211 |
|
| $ | 415,422 |
|
| $ | 742,211 |
|
| $ | 415,422 |
|
Distributions declared per unit |
| $ | 2.82 |
|
| $ | 1.44 |
|
| $ | 2.82 |
|
| $ | 1.44 |
|
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Members’ capital at beginning of period |
| $ | 985,148 |
|
| $ | 613,020 |
|
Increase in members’ capital from operations: |
|
|
|
|
|
| ||
Net investment income |
| $ | 25,883 |
|
| $ | 10,717 |
|
Net realized gain |
|
| — |
|
|
| (5 | ) |
Net change in unrealized appreciation (depreciation) |
|
| (3,093 | ) |
|
| 6,348 |
|
(Provision) benefit for unrealized appreciation/depreciation on investments |
|
| (163 | ) |
|
| 57 |
|
Net increase in members’ capital from operations |
| $ | 22,627 |
|
| $ | 17,117 |
|
Total increase in members’ capital |
| $ | 22,627 |
|
| $ | 17,117 |
|
Members’ capital at end of period |
| $ | 1,007,775 |
|
| $ | 630,137 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
6
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Statements of Cash Flows
(in thousands, except unit and per unit amounts)
(Unaudited)
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net increase in Members’ Capital from operations: |
| $ | 22,627 |
|
| $ | 17,117 |
|
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
| ||
Purchases of investments |
|
| (156,115 | ) |
|
| (230,124 | ) |
Payment-in-kind interest capitalized |
|
| (2,984 | ) |
|
| (120 | ) |
Proceeds from sales of investments and principal repayments |
|
| 15,822 |
|
|
| 101,694 |
|
Net realized (gain) loss on investments |
|
| — |
|
|
| 3 |
|
Net change in unrealized (appreciation) depreciation on investments |
|
| 3,515 |
|
|
| (6,348 | ) |
Net change in unrealized (appreciation) depreciation on foreign currency transactions |
|
| 10 |
|
|
| — |
|
Amortization of premium and accretion of discount, net |
|
| (2,182 | ) |
|
| (2,748 | ) |
Amortization of deferred financing costs |
|
| 835 |
|
|
| 1,121 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
| ||
(Increase) decrease in receivable for investments sold |
|
| (2,517 | ) |
|
| (3,658 | ) |
(Increase) decrease in interest and dividends receivable |
|
| 1,138 |
|
|
| (422 | ) |
(Increase) decrease in other assets |
|
| (212 | ) |
|
| (216 | ) |
Increase (decrease) in interest and other debt expenses payable |
|
| 522 |
|
|
| 947 |
|
Increase (decrease) in management fees payable |
|
| (11 | ) |
|
| 101 |
|
Increase (decrease) in incentive fees payable |
|
| 3,993 |
|
|
| 7,352 |
|
Increase (decrease) in payable for investments purchased |
|
| 1,046 |
|
|
| 45 |
|
Increase (decrease) in directors’ fees payable |
|
| 65 |
|
|
| 84 |
|
Increase (decrease) in accrued expenses and other liabilities |
|
| (115 | ) |
|
| 191 |
|
Net cash provided by (used for) operating activities |
| $ | (114,563 | ) |
| $ | (114,981 | ) |
Cash flows from financing activities: |
|
|
|
|
|
| ||
Offering costs paid |
| $ | — |
|
| $ | (240 | ) |
Distributions paid |
|
| (28,363 | ) |
|
| (13,798 | ) |
Financing costs paid |
|
| (1,057 | ) |
|
| (2,452 | ) |
Borrowings on debt |
|
| 167,070 |
|
|
| 467,119 |
|
Repayments of debt |
|
| (15,000 | ) |
|
| (327,750 | ) |
Net cash provided by (used for) financing activities |
| $ | 122,650 |
|
| $ | 122,879 |
|
Net increase (decrease) in cash |
|
| 8,087 |
|
|
| 7,898 |
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
| (10 | ) |
|
| — |
|
Cash, beginning of period |
|
| 31,602 |
|
|
| 8,709 |
|
Cash, end of period |
| $ | 39,679 |
|
| $ | 16,607 |
|
Supplemental and non-cash activities |
|
|
|
|
|
| ||
Interest expense paid |
| $ | 10,167 |
|
| $ | 3,508 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
7
Goldman Sachs Private Middle Market Credit II LLC
Consolidated StatementsSchedule of Cash FlowsInvestments as of March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
|
| For the Six Months Ended |
| |||||
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net increase (decrease) in Members’ Capital from operations: |
| $ | 36,599 |
|
| $ | (10,222 | ) |
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
|
|
|
Purchases of investments |
|
| (528,035 | ) |
|
| (216,848 | ) |
Payment-in-kind interest capitalized |
|
| (1,601 | ) |
|
| (28 | ) |
Proceeds from sales of investments and principal repayments |
|
| 169,299 |
|
|
| 25,531 |
|
Net realized (gain) loss on investments |
|
| (29 | ) |
|
| — |
|
Net change in unrealized (appreciation) depreciation on investments |
|
| (10,335 | ) |
|
| 22,909 |
|
Amortization of premium and accretion of discount, net |
|
| (5,041 | ) |
|
| (1,058 | ) |
Amortization of deferred financing costs |
|
| 1,959 |
|
|
| 792 |
|
Amortization of deferred offering costs |
|
| — |
|
|
| 457 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in receivable for investments sold |
|
| (121 | ) |
|
| (36 | ) |
(Increase) decrease in receivable for common units sold |
|
| (5,381 | ) |
|
| 148 |
|
(Increase) decrease in interest and dividends receivable |
|
| (2,482 | ) |
|
| (864 | ) |
(Increase) decrease in other assets |
|
| (52 | ) |
|
| (31 | ) |
Increase (decrease) in interest and other debt expenses payable |
|
| 2,819 |
|
|
| 58 |
|
Increase (decrease) in management fees payable |
|
| 337 |
|
|
| 796 |
|
Increase (decrease) in incentive fees payable |
|
| 11,759 |
|
|
| — |
|
Increase (decrease) in payable for investments purchased |
|
| 19,046 |
|
|
| — |
|
Increase (decrease) in directors’ fees payable |
|
| 85 |
|
|
| 86 |
|
Increase (decrease) in accrued expenses and other liabilities |
|
| 623 |
|
|
| (71 | ) |
Net cash provided by (used for) operating activities |
| $ | (310,551 | ) |
| $ | (178,381 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of common units |
| $ | 110,686 |
|
| $ | 203,563 |
|
Offering costs paid |
|
| (240 | ) |
|
| (168 | ) |
Distributions paid |
|
| (31,892 | ) |
|
| (10,429 | ) |
Financing costs paid |
|
| (4,757 | ) |
|
| (436 | ) |
Borrowings on debt |
|
| 896,120 |
|
|
| 205,300 |
|
Repayments of debt |
|
| (512,750 | ) |
|
| (218,100 | ) |
Net cash provided by (used for) financing activities |
| $ | 457,167 |
|
| $ | 179,730 |
|
Net increase (decrease) in cash |
|
| 146,616 |
|
|
| 1,349 |
|
Cash, beginning of period |
|
| 8,709 |
|
|
| 6,605 |
|
Cash, end of period |
| $ | 155,325 |
|
| $ | 7,954 |
|
Supplemental and non-cash activities |
|
|
|
|
|
|
|
|
Interest expense paid |
| $ | 8,000 |
|
| $ | 2,939 |
|
Accrued but unpaid offering costs |
| $ | — |
|
| $ | 33 |
|
Investment # | Industry | Interest | Reference Rate and | Floor | Maturity |
| Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
1st Lien/Senior Secured Debt - 236.81% |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 6.76% | L + 5.75% | 1.00% | 11/06/26 | $ |
| 8,611 |
| $ | 8,509 |
| $ | 8,482 |
| (1) (2) (3) (4) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 8.25% | P + 4.75% | 3.50% | 11/06/26 |
|
| 1,059 |
|
| 510 |
|
| 506 |
| (1) (2) (3) (4) (5) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 8.25% | P + 4.75% | 3.50% | 11/06/26 | CAD |
| 128 |
|
| 101 |
|
| 101 |
| (1) (2) (3) (4) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 06/16/23 |
|
| 2,145 |
|
| 2,137 |
|
| 2,134 |
| (2) (4) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
|
| 14,778 |
|
| 14,470 |
|
| 14,963 |
| (2) (3) (4) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
|
| 1,100 |
|
| 417 |
|
| 454 |
| (2) (3) (4) (5) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
| L + 6.25% | 1.00% | 03/10/27 |
|
| 2,759 |
|
| (29 | ) |
| 34 |
| (2) (3) (4) (5) |
Acquia, Inc. | Software | 8.00% | L + 7.00% | 1.00% | 10/31/25 |
|
| 24,940 |
|
| 24,541 |
|
| 24,504 |
| (2) (3) (4) |
Acquia, Inc. | Software |
| L + 7.00% | 1.00% | 10/31/25 |
|
| 1,933 |
|
| (28 | ) |
| (34 | ) | (2) (3) (4) (5) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
|
| 26,813 |
|
| 26,209 |
|
| 26,813 |
| (2) (4) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
|
| 769 |
|
| 289 |
|
| 308 |
| (2) (4) (5) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 8.00% | S + 7.00% | 1.00% | 07/01/26 |
|
| 29,120 |
|
| 28,610 |
|
| 28,610 |
| (2) (3) (4) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 8.00% | S + 7.00% | 1.00% | 07/01/26 |
|
| 4,160 |
|
| 2,425 |
|
| 2,423 |
| (2) (3) (4) (5) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 9.00% | S + 8.00% | 1.00% | 07/01/26 |
|
| 10,510 |
|
| 1,237 |
|
| 1,421 |
| (2) (3) (4) (5) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 8.00% | S + 7.00% | 1.00% | 07/01/26 |
|
| 560 |
|
| 549 |
|
| 550 |
| (2) (3) (4) |
Argos Health Holdings, Inc | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 12/03/27 |
|
| 19,900 |
|
| 19,520 |
|
| 19,502 |
| (2) (3) (4) |
Aria Systems, Inc. | Diversified Financial Services | 8.00% | L + 7.00% | 1.00% | 06/30/26 |
|
| 14,987 |
|
| 14,790 |
|
| 14,799 |
| (2) (3) (4) |
Aria Systems, Inc. | Diversified Financial Services | 8.00% | L + 7.00% | 1.00% | 06/30/26 |
|
| 3,775 |
|
| 2,026 |
|
| 2,008 |
| (2) (3) (4) (5) |
Assembly Intermediate LLC | Diversified Consumer Services | 8.01% | L + 7.00% | 1.00% | 10/19/27 |
|
| 39,908 |
|
| 39,158 |
|
| 39,310 |
| (2) (3) (4) |
Assembly Intermediate LLC | Diversified Consumer Services | 8.00% | L + 7.00% | 1.00% | 10/19/27 |
|
| 9,977 |
|
| 2,279 |
|
| 2,245 |
| (2) (3) (4) (5) |
Assembly Intermediate LLC | Diversified Consumer Services |
| L + 7.00% | 1.00% | 10/19/27 |
|
| 3,991 |
|
| (74 | ) |
| (60 | ) | (2) (3) (4) (5) |
Bigchange Group Limited | Software | 7.00% | S + 6.00% | 1.00% | 12/22/26 | GBP |
| 10,810 |
|
| 14,228 |
|
| 13,917 |
| (1) (2) (3) (4) |
Bigchange Group Limited | Software |
| S + 6.00% | 1.00% | 12/22/26 | GBP |
| 790 |
|
| 1 |
|
| (21 | ) | (1) (2) (3) (4) (5) |
Bigchange Group Limited | Software |
| S + 6.00% | 1.00% | 12/22/26 | GBP |
| 2,160 |
|
| (52 | ) |
| (57 | ) | (1) (2) (3) (4) (5) |
Broadway Technology, LLC | Diversified Financial Services | 7.50% | S + 6.50% | 1.00% | 01/08/26 |
|
| 23,958 |
|
| 23,546 |
|
| 23,718 |
| (2) (3) (4) |
Broadway Technology, LLC | Diversified Financial Services |
| S + 6.50% | 1.00% | 01/08/26 |
|
| 1,010 |
|
| (20 | ) |
| (10 | ) | (2) (3) (4) (5) |
BSI3 Menu Buyer, Inc (dba Kydia) | Diversified Financial Services | 6.75% | S + 6.00% | 0.75% | 01/25/28 |
|
| 48,084 |
|
| 47,263 |
|
| 47,243 |
| (3) (4) |
BSI3 Menu Buyer, Inc (dba Kydia) | Diversified Financial Services |
| S + 6.00% | 0.75% | 01/25/28 |
|
| 1,924 |
|
| (33 | ) |
| (34 | ) | (3) (4) (5) |
Bullhorn, Inc. | Professional Services | 6.76% | L + 5.75% | 1.00% | 09/30/26 |
|
| 13,666 |
|
| 13,473 |
|
| 13,598 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.76% | L + 5.75% | 1.00% | 09/30/26 |
|
| 1,574 |
|
| 1,567 |
|
| 1,566 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.76% | L + 5.75% | 1.00% | 09/30/26 |
|
| 632 |
|
| 624 |
|
| 629 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.76% | L + 5.75% | 1.00% | 09/30/26 |
|
| 283 |
|
| 280 |
|
| 282 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.76% | L + 5.75% | 1.00% | 09/30/26 |
|
| 226 |
|
| 223 |
|
| 225 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
|
| 693 |
|
| (9 | ) |
| (3 | ) | (2) (3) (4) (5) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
|
| 857 |
|
| (4 | ) |
| (4 | ) | (2) (3) (4) (5) |
Businessolver.com, Inc. | Health Care Technology | 6.50% | L + 5.75% | 0.75% | 12/01/27 |
|
| 16,822 |
|
| 16,662 |
|
| 16,654 |
| (2) (3) (4) |
Businessolver.com, Inc. | Health Care Technology |
| L + 5.75% | 0.75% | 12/01/27 |
|
| 4,529 |
|
| (21 | ) |
| (45 | ) | (2) (3) (4) (5) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 7.50% | L + 6.50% | 1.00% | 10/01/26 |
|
| 40,130 |
|
| 39,497 |
|
| 39,628 |
| (2) (3) (4) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services |
| L + 6.50% | 1.00% | 10/01/25 |
|
| 9,170 |
|
| (131 | ) |
| (115 | ) | (2) (3) (5) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 7.25% | S + 6.25% | 1.00% | 07/01/24 |
|
| 18,220 |
|
| 18,051 |
|
| 18,038 |
| (2) (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
78
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of June 30, 2021March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest Rate (+) | Reference Rate and Spread (+) | Floor (+) | Maturity | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||
1st Lien/Senior Secured Debt - 202.56% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 6.50% | L + 5.50% | 1.00% | 11/06/26 | $ | 8,676 |
| $ | 8,559 |
| $ | 8,546 |
| (1) (2) (3) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 6.95% | CDN P + 4.50% |
| 11/06/26 | CAD | 128 |
|
| 100 |
|
| 101 |
| (1) (2) (3) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services |
| L + 5.50% | 1.00% | 11/06/26 |
| 1,059 |
|
| (14 | ) |
| (16 | ) | (1) (2) (3) (4) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 06/16/23 |
| 2,145 |
|
| 2,132 |
|
| 2,134 |
| (2) (5) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
| 14,890 |
|
| 14,536 |
|
| 14,555 |
| (2) (3) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
| 1,100 |
|
| 139 |
|
| 140 |
| (2) (3) (4) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
| L + 6.25% | 1.00% | 03/10/27 |
| 2,759 |
|
| (33 | ) |
| (62 | ) | (2) (3) (4) |
Acquia, Inc. | Software | 8.00% | L + 7.00% | 1.00% | 10/31/25 |
| 18,077 |
|
| 17,799 |
|
| 17,806 |
| (2) (3) (5) |
Acquia, Inc. | Software | 8.00% | L + 7.00% | 1.00% | 10/31/25 |
| 1,933 |
|
| 126 |
|
| 126 |
| (2) (3) (4) (5) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
| 26,813 |
|
| 26,070 |
|
| 26,813 |
| (2) (5) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
| 769 |
|
| 284 |
|
| 308 |
| (2) (4) (5) |
Aria Systems, Inc. | Diversified Financial Services |
| L + 7.00% | 1.00% | 06/30/26 |
| 15,100 |
|
| 14,874 |
|
| 14,874 |
| (3) (6) |
Aria Systems, Inc. | Diversified Financial Services |
| L + 7.00% | 1.00% | 06/30/26 |
| 3,780 |
|
| — |
|
| — |
| (3) (4) |
Blacksmith Applications, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 12/02/26 |
| 23,300 |
|
| 22,821 |
|
| 22,951 |
| (2) (3) |
Blacksmith Applications, Inc. | Software |
| L + 6.50% | 1.00% | 12/02/26 |
| 1,900 |
|
| (39 | ) |
| (28 | ) | (2) (3) (4) |
Broadway Technology, LLC | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/08/26 |
| 24,140 |
|
| 23,696 |
|
| 23,657 |
| (2) (3) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
| 13,771 |
|
| 13,550 |
|
| 13,633 |
| (2) (3) (5) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
| 286 |
|
| 281 |
|
| 283 |
| (2) (3) (5) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
| 228 |
|
| 224 |
|
| 225 |
| (2) (3) (5) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
| 635 |
|
| (10 | ) |
| (6 | ) | (2) (3) (4) (5) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
| 693 |
|
| (11 | ) |
| (7 | ) | (2) (3) (4) (5) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 7.50% | L + 6.50% | 1.00% | 10/01/26 |
| 40,435 |
|
| 39,712 |
|
| 40,031 |
| (2) (3) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 7.81% | L + 6.50% | 1.00% | 10/01/25 |
| 9,170 |
|
| 9,012 |
|
| 9,078 |
| (2) (3) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 07/01/24 |
| 6,006 |
|
| 5,967 |
|
| 5,931 |
| (2) (3) (5) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 07/01/24 |
| 1,789 |
|
| 1,778 |
|
| 1,767 |
| (2) (3) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,322 |
|
| 10,092 |
|
| 10,167 |
| (2) (3) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,293 |
|
| 10,112 |
|
| 10,139 |
| (2) (3) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 18,438 |
|
| 9,810 |
|
| 9,756 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 4,334 |
|
| 4,256 |
|
| 4,269 |
| (2) (3) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services |
| L + 6.00% | 1.00% | 11/14/25 |
| 1,320 |
|
| (19 | ) |
| (20 | ) | (2) (3) (4) (5) |
ConnectWise, LLC | IT Services | 6.25% | L + 5.25% | 1.00% | 02/28/25 |
| 19,813 |
|
| 19,522 |
|
| 19,665 |
| (2) (3) (5) |
ConnectWise, LLC | IT Services | 6.25% | L + 5.25% | 1.00% | 02/28/25 |
| 1,537 |
|
| 74 |
|
| 85 |
| (2) (3) (4) (5) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development | 11.00% | L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 27,789 |
|
| 27,421 |
|
| 20,286 |
| (2) (3) (5) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development | 11.00% | L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 8,366 |
|
| 8,251 |
|
| 6,107 |
| (2) (3) (5) |
CORA Health Holdings Corp | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 06/15/27 |
| 20,715 |
|
| 20,406 |
|
| 20,404 |
| (3) |
CORA Health Holdings Corp | Health Care Providers & Services |
| L + 5.75% | 1.00% | 06/15/27 |
| 8,092 |
|
| (60 | ) |
| (121 | ) | (3) (4) |
CorePower Yoga LLC | Diversified Consumer Services | 7.00% | L + 6.00% (incl. 1.25% PIK) | 1.00% | 05/14/25 |
| 9,057 |
|
| 8,948 |
|
| 7,608 |
| (2) (3) (5) |
CorePower Yoga LLC | Diversified Consumer Services |
| L + 6.00% (incl. 1.25% PIK) | 1.00% | 05/14/25 |
| 633 |
|
| (7 | ) |
| (101 | ) | (2) (3) (4) (5) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 10/03/25 |
| 16,838 |
|
| 16,639 |
|
| 16,670 |
| (2) (3) (5) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 11/03/25 |
| 13,890 |
|
| 13,605 |
|
| 13,751 |
| (2) (3) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services |
| L + 6.00% | 1.00% | 10/03/25 |
| 1,291 |
|
| (15 | ) |
| (13 | ) | (2) (3) (4) (5) |
Diligent Corporation | Professional Services | 7.25% | L + 6.25% | 1.00% | 08/04/25 |
| 20,925 |
|
| 20,485 |
|
| 21,134 |
| (3) (5) |
Diligent Corporation | Professional Services | 6.75% | L + 5.75% | 1.00% | 08/04/25 |
| 12,968 |
|
| 12,844 |
|
| 12,838 |
| (3) |
Diligent Corporation | Professional Services | 6.75% | L + 5.75% | 1.00% | 08/04/25 |
| 8,808 |
|
| 8,725 |
|
| 8,720 |
| (3) |
Diligent Corporation | Professional Services |
| L + 6.25% | 1.00% | 08/04/25 |
| 5,108 |
|
| (105 | ) |
| 51 |
| (3) (4) (5) |
The accompanying notes are part of these unaudited consolidated financial statements.
8
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of June 30, 2021
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest Rate (+) | Reference Rate and Spread (+) | Floor (+) | Maturity | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | ||||
Diligent Corporation | Professional Services |
| L + 6.25% | 1.00% | 08/04/25 | $ | 3,503 |
| $ | (53 | ) | $ | 35 |
| (3) (4) (5) | |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 3,565 |
|
| 3,499 |
|
| 3,476 |
| (2) (3) | |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 1,393 |
|
| 1,354 |
|
| 1,358 |
| (2) (3) | |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 697 |
|
| 682 |
|
| 679 |
| (2) (3) | |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 520 |
|
| 506 |
|
| 507 |
| (2) (3) | |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 470 |
|
| 272 |
|
| 269 |
| (2) (3) (4) | |
Elemica Parent, Inc. | Chemicals |
| L + 5.50% | 1.00% | 09/18/25 |
| 350 |
|
| (5 | ) |
| (9 | ) | (2) (3) (4) | |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 6,334 |
|
| 6,260 |
|
| 6,223 |
| (2) (3) (5) | |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 2,979 |
|
| 2,928 |
|
| 2,927 |
| (2) (3) | |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 2,729 |
|
| 2,694 |
|
| 2,682 |
| (2) (3) (5) | |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 1,365 |
|
| 257 |
|
| 249 |
| (2) (3) (4) (5) | |
ESO Solutions, Inc | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 05/03/27 |
| 27,654 |
|
| 27,113 |
|
| 27,101 |
| (3) | |
ESO Solutions, Inc | Health Care Technology |
| L + 7.00% | 1.00% | 05/03/27 |
| 8,640 |
|
| — |
|
| — |
| (3) (4) | |
ESO Solutions, Inc | Health Care Technology |
| L + 7.00% | 1.00% | 05/03/27 |
| 3,292 |
|
| (64 | ) |
| (66 | ) | (3) (4) | |
FWR Holding Corporation (dba First Watch Restaurants) | Hotels, Restaurants & Leisure | 8.00% | L + 7.00% (incl. 1.50% PIK) | 1.00% | 08/21/23 |
| 8,771 |
|
| 8,719 |
|
| 8,640 |
| (2) (5) | |
FWR Holding Corporation (dba First Watch Restaurants) | Hotels, Restaurants & Leisure |
| L + 7.00% (incl. 1.50% PIK) | 1.00% | 08/21/23 |
| 122 |
|
| (1 | ) |
| (2 | ) | (2) (4) (5) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 9.00% | L + 7.00% | 2.00% | 06/24/25 |
| 13,930 |
|
| 13,680 |
|
| 13,651 |
| (2) (3) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 9.00% | L + 7.00% | 2.00% | 06/24/25 |
| 2,612 |
|
| 2,391 |
|
| 2,385 |
| (2) (3) (4) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology |
| L + 7.00% | 2.00% | 06/24/25 |
| 1,749 |
|
| (31 | ) |
| (35 | ) | (2) (3) (4) | |
GlobalTranz Enterprises, Inc. | Road & Rail | 5.10% | L + 5.00% |
| 05/15/26 |
| 7,071 |
|
| 6,966 |
|
| 7,011 |
| (3) (5) | |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 7.25% | L + 6.25% | 1.00% | 01/29/27 |
| 25,680 |
|
| 25,069 |
|
| 24,974 |
| (3) | |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software |
| L + 6.50% | 1.00% | 01/29/27 |
| 1,028 |
|
| (15 | ) |
| (28 | ) | (3) (4) | |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software |
| L + 6.25% | 1.00% | 01/29/27 |
| 2,337 |
|
| (33 | ) |
| (64 | ) | (3) (4) | |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software |
| L + 6.00% | 1.00% | 01/29/27 |
| 3,460 |
|
| (34 | ) |
| (95 | ) | (3) (4) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 8.00% | L + 7.00% | 1.00% | 02/05/26 |
| 34,208 |
|
| 33,582 |
|
| 34,208 |
| (2) (3) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 7.50% | L + 6.50% | 1.00% | 02/05/26 |
| 33,643 |
|
| 33,101 |
|
| 33,138 |
| (2) (3) (5) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 7.50% | L + 6.50% | 1.00% | 02/05/26 |
| 4,486 |
|
| 267 |
|
| 269 |
| (2) (3) (4) (5) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% | L + 5.75% | 1.00% | 05/24/24 |
| 8,960 |
|
| 8,846 |
|
| 8,893 |
| (3) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% | L + 5.75% | 1.00% | 05/24/24 |
| 7,486 |
|
| 7,388 |
|
| 7,430 |
| (3) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% | L + 5.75% | 1.00% | 05/24/24 |
| 750 |
|
| 341 |
|
| 345 |
| (3) (4) | |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 13,557 |
|
| 13,306 |
|
| 13,422 |
| (2) (3) | |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 7,390 |
|
| 7,356 |
|
| 7,316 |
| (2) (3) | |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 2,309 |
|
| 1,177 |
|
| 1,196 |
| (2) (3) (4) | |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 32,496 |
|
| 31,986 |
|
| 31,846 |
| (1) (2) (3) | |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 9,968 |
|
| 4,320 |
|
| 4,192 |
| (1) (2) (3) (4) | |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.75% | L + 6.75% | 1.00% | 07/09/25 |
| 26,888 |
|
| 26,599 |
|
| 25,812 |
| (2) (3) (5) | |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure |
| L + 6.75% | 1.00% | 07/09/25 |
| 2,186 |
|
| (22 | ) |
| (87 | ) | (2) (3) (4) (5) | |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 22,611 |
|
| 22,223 |
|
| 22,328 |
| (2) (3) | |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 22,131 |
|
| 21,541 |
|
| 21,854 |
| (2) (5) | |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 369 |
|
| 357 |
|
| 364 |
| (2) (5) | |
Instructure Holdings | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 03/24/26 |
| 44,353 |
|
| 43,895 |
|
| 44,020 |
| (2) (3) (5) | |
Instructure Holdings | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 03/24/26 |
| 9,481 |
|
| 9,175 |
|
| 9,410 |
| (2) (3) | |
Instructure Holdings | Diversified Consumer Services |
| L + 5.50% | 1.00% | 03/24/26 |
| 3,690 |
|
| (37 | ) |
| (28 | ) | (2) (3) (4) (5) | |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 6.75% | L + 5.75% | 1.00% | 04/02/25 |
| 39,900 |
|
| 38,964 |
|
| 39,501 |
| (2) (3) | |
Mailgun Technologies, Inc. | Interactive Media & Services | 6.00% | L + 5.00% | 1.00% | 03/26/25 |
| 19,943 |
|
| 19,656 |
|
| 19,943 |
| (2) (3) (5) | |
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 7.25% | S + 6.25% | 1.00% | 07/01/24 | $ | 4,561 |
| $ | 4,515 |
| $ | 4,515 |
| (2) (3) (4) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 7.25% | S + 6.25% | 1.00% | 07/01/24 |
| 1,776 |
|
| 1,763 |
|
| 1,758 |
| (2) (3) (4) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 7.25% | S + 6.25% | 1.00% | 07/01/24 |
| 919 |
|
| 70 |
|
| 72 |
| (2) (3) (4) (5) |
Checkmate Finance Merger Sub, LLC | Entertainment | 7.51% | L + 6.50% | 1.00% | 12/31/27 |
| 28,307 |
|
| 27,757 |
|
| 27,812 |
| (2) (3) (4) |
Checkmate Finance Merger Sub, LLC | Entertainment |
| L + 6.50% | 1.00% | 12/31/27 |
| 2,831 |
|
| (54 | ) |
| (50 | ) | (2) (3) (4) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 18,331 |
|
| 15,923 |
|
| 16,107 |
| (2) (3) (4) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,244 |
|
| 10,050 |
|
| 10,218 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,215 |
|
| 10,062 |
|
| 10,189 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 4,301 |
|
| 4,235 |
|
| 4,291 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services |
| L + 6.00% | 1.00% | 11/14/25 |
| 1,320 |
|
| (16 | ) |
| (3 | ) | (2) (3) (4) (5) |
CivicPlus LLC | Software | 6.75% | L + 6.00% | 0.75% | 08/24/27 |
| 5,700 |
|
| 5,595 |
|
| 5,572 |
| (2) (3) (4) |
CivicPlus LLC | Software |
| L + 6.00% | 0.75% | 08/24/27 |
| 537 |
|
| (10 | ) |
| (12 | ) | (2) (3) (4) (5) |
CivicPlus LLC | Software |
| L + 6.00% | 0.75% | 08/24/27 |
| 2,680 |
|
| (24 | ) |
| (60 | ) | (2) (3) (4) (5) |
CloudBees, Inc. | Software | 8.00% | L + 7.00% (incl. 2.50% PIK) | 1.00% | 11/24/26 |
| 25,403 |
|
| 23,860 |
|
| 24,895 |
| (2) (3) (4) |
CloudBees, Inc. | Software |
| L + 7.00% (incl. 2.50% PIK) | 1.00% | 11/24/26 |
| 11,620 |
|
| (490 | ) |
| (232 | ) | (2) (3) (4) (5) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services |
| S + 5.75% | 1.00% | 04/01/27 |
| 1,941 |
|
| — |
|
| — |
| (3) (5) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services |
| S + 5.75% | 1.00% | 04/01/29 |
| 13,588 |
|
| — |
|
| — |
| (3) (5) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services |
| S + 5.75% | 1.00% | 04/01/29 |
| 4,076 |
|
| — |
|
| (41 | ) | (3) (5) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 31,303 |
|
| 29,574 |
|
| 24,886 |
| (2) (3) (4) (6) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 9,207 |
|
| 8,759 |
|
| 7,320 |
| (2) (3) (4) (6) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 15.00% | 1.50% | 08/30/24 |
| 3,264 |
|
| 3,246 |
|
| 3,354 |
| (2) (3) (4) |
CORA Health Holdings Corp | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 06/15/27 |
| 20,560 |
|
| 20,289 |
|
| 20,303 |
| (2) (3) (4) |
CORA Health Holdings Corp | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 06/15/27 |
| 8,092 |
|
| 132 |
|
| 85 |
| (2) (3) (4) (5) |
Cordeagle US Finco, Inc. (dba Condeco) | Software | 7.75% | L + 6.75% | 1.00% | 07/30/27 |
| 22,935 |
|
| 22,508 |
|
| 22,477 |
| (1) (2) (3) (4) |
Cordeagle US Finco, Inc. (dba Condeco) | Software |
| L + 6.75% | 1.00% | 07/30/27 |
| 2,238 |
|
| (40 | ) |
| (45 | ) | (1) (2) (3) (4) (5) |
CorePower Yoga LLC | Diversified Consumer Services | 8.01% | L + 7.00% (incl. 5.00% PIK) | 1.01% | 05/14/25 |
| 9,494 |
|
| 9,404 |
|
| 7,762 |
| (2) (3) (4) |
CorePower Yoga LLC | Diversified Consumer Services |
| L + 7.00% (incl. 5.00% PIK) | 1.00% | 05/14/25 |
| 633 |
|
| (6 | ) |
| (116 | ) | (2) (3) (4) (5) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 10/03/25 |
| 16,838 |
|
| 16,670 |
|
| 16,670 |
| (2) (3) (4) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 10/27/25 |
| 13,786 |
|
| 13,549 |
|
| 13,648 |
| (2) (3) (4) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services |
| L + 5.50% | 1.00% | 10/03/25 |
| 1,291 |
|
| (12 | ) |
| (13 | ) | (2) (3) (4) (5) |
DECA Dental Holdings LLC | Health Care Providers & Services | 6.76% | L + 5.75% | 1.01% | 08/28/28 |
| 19,560 |
|
| 19,196 |
|
| 19,169 |
| (2) (3) (4) |
DECA Dental Holdings LLC | Health Care Providers & Services | 6.76% | L + 5.75% | 1.01% | 08/28/28 |
| 6,715 |
|
| 1,977 |
|
| 1,925 |
| (2) (3) (4) (5) |
DECA Dental Holdings LLC | Health Care Providers & Services |
| L + 5.75% | 0.75% | 08/26/27 |
| 1,552 |
|
| (28 | ) |
| (31 | ) | (2) (3) (4) (5) |
Diligent Corporation | Professional Services | 7.25% | L + 6.25% | 1.00% | 08/04/25 |
| 20,766 |
|
| 20,402 |
|
| 20,870 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 6.76% | L + 5.75% | 1.00% | 08/04/25 |
| 12,870 |
|
| 12,767 |
|
| 12,741 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 6.76% | L + 5.75% | 1.00% | 08/04/25 |
| 8,742 |
|
| 8,673 |
|
| 8,654 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 7.26% | L + 6.25% | 1.00% | 08/04/25 |
| 1,737 |
|
| 1,707 |
|
| 1,719 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 7.26% | L + 6.25% | 1.00% | 08/04/25 |
| 1,095 |
|
| 1,076 |
|
| 1,101 |
| (2) (3) (4) |
Diligent Corporation | Professional Services |
| L + 6.25% | 1.00% | 08/04/25 |
| 3,503 |
|
| (43 | ) |
| 18 |
| (2) (3) (4) (5) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 3,538 |
|
| 3,483 |
|
| 3,468 |
| (2) (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
9
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of June 30, 2021March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest Rate (+) | Reference Rate and Spread (+) | Floor (+) | Maturity | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||
Mailgun Technologies, Inc. | Interactive Media & Services | 6.00% | L + 5.00% | 1.00% | 03/26/25 | $ | 18,808 |
| $ | 18,439 |
| $ | 18,808 |
| (2) (3) |
Mailgun Technologies, Inc. | Interactive Media & Services |
| L + 5.00% | 1.00% | 03/26/25 |
| 1,263 |
|
| — |
|
| — |
| (2) (3) (4) (5) |
MedeAnalytics, Inc. | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 10/09/26 |
| 40,860 |
|
| 39,755 |
|
| 40,247 |
| (2) (3) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 6.50% | L + 5.50% | 1.00% | 11/14/25 |
| 23,721 |
|
| 23,272 |
|
| 23,306 |
| (2) (3) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology |
| L + 5.50% | 1.00% | 11/14/25 |
| 2,702 |
|
| (51 | ) |
| (47 | ) | (2) (3) (4) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% | L + 5.50% | 1.00% | 02/10/26 |
| 16,973 |
|
| 16,790 |
|
| 16,930 |
| (5) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% | L + 5.50% | 1.00% | 02/10/26 |
| 16,244 |
|
| 16,114 |
|
| 16,204 |
| (5) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 469 |
|
| (6 | ) |
| (1 | ) | (4) (5) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 1,143 |
|
| (9 | ) |
| (3 | ) | (4) (5) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 7,950 |
|
| (190 | ) |
| (20 | ) | (4) (5) |
One GI LLC | Health Care Providers & Services | 8.00% | L + 7.00% | 1.00% | 12/22/25 |
| 21,299 |
|
| 20,905 |
|
| 20,926 |
| (2) (3) |
One GI LLC | Health Care Providers & Services | 8.00% | L + 7.00% | 1.00% | 12/22/25 |
| 8,856 |
|
| 8,694 |
|
| 8,701 |
| (2) (3) |
One GI LLC | Health Care Providers & Services |
| L + 7.00% | 1.00% | 12/22/25 |
| 2,300 |
|
| (41 | ) |
| (40 | ) | (2) (3) (4) |
Picture Head Midco LLC | Entertainment | 9.25% | L + 8.25% (incl. 1.50% PIK) | 1.00% | 08/31/23 |
| 19,754 |
|
| 19,429 |
|
| 18,272 |
| (2) (3) (5) |
Pluralsight, Inc | Professional Services | 9.00% | L + 8.00% | 1.00% | 04/06/27 |
| 54,000 |
|
| 52,952 |
|
| 52,920 |
| (3) |
Pluralsight, Inc | Professional Services |
| L + 8.00% | 1.00% | 04/06/27 |
| 4,600 |
|
| (89 | ) |
| (92 | ) | (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 01/02/25 |
| 16,404 |
|
| 16,226 |
|
| 16,158 |
| (2) (3) (5) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 01/02/25 |
| 4,580 |
|
| 4,516 |
|
| 4,511 |
| (2) (3) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense | 9.25% | L + 8.25% | 1.00% | 07/06/26 |
| 40,708 |
|
| 39,821 |
|
| 40,708 |
| (2) (3) (5) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense |
| L + 8.25% | 1.00% | 07/06/26 |
| 3,418 |
|
| (72 | ) |
| — |
| (2) (3) (4) (5) |
Prophix Software Inc.(dba Pound Bidco) | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/30/26 |
| 17,147 |
|
| 16,827 |
|
| 16,804 |
| (1) (2) (3) |
Prophix Software Inc.(dba Pound Bidco) | Diversified Financial Services |
| L + 6.50% | 1.00% | 01/30/26 |
| 3,118 |
|
| (57 | ) |
| (62 | ) | (1) (2) (3) (4) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.50% | L + 5.50% | 1.00% | 10/15/25 |
| 17,297 |
|
| 17,231 |
|
| 16,994 |
| (3) (5) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors |
| L + 5.50% | 1.00% | 10/15/25 |
| 2,230 |
|
| — |
|
| (28 | ) | (3) (4) |
Purfoods, LLC | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 08/12/26 |
| 24,416 |
|
| 23,933 |
|
| 24,416 |
| (2) (3) (5) |
Purfoods, LLC | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 08/12/26 |
| 16,400 |
|
| 7,944 |
|
| 8,200 |
| (2) (3) (4) (5) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 5.50% | L + 4.50% | 1.00% | 06/21/25 |
| 9,734 |
|
| 9,700 |
|
| 9,734 |
| (2) (3) (5) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies |
| L + 4.50% | 1.00% | 06/21/25 |
| 1,806 |
|
| (6 | ) |
| — |
| (2) (3) (4) (5) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | 7.25% | L + 6.25% | 1.00% | 05/25/27 |
| 19,155 |
|
| 18,777 |
|
| 18,771 |
| (3) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services |
| L + 6.25% | 1.00% | 05/25/27 |
| 3,065 |
|
| (60 | ) |
| (61 | ) | (3) (4) |
StarCompliance Intermediate, LLC | Diversified Financial Services | 7.75% | L + 6.75% | 1.00% | 01/12/27 |
| 14,400 |
|
| 14,130 |
|
| 14,112 |
| (2) (3) |
StarCompliance Intermediate, LLC | Diversified Financial Services |
| L + 6.75% | 1.00% | 01/12/27 |
| 2,300 |
|
| (43 | ) |
| (46 | ) | (2) (3) (4) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software |
| L + 6.75% | 1.00% | 07/02/27 |
| 37,327 |
|
| — |
|
| — |
| (3) (4) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software |
| L + 6.75% | 1.00% | 07/02/27 |
| 4,479 |
|
| — |
|
| — |
| (3) (4) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software |
| L + 6.75% | 1.00% | 07/02/27 |
| 11,198 |
|
| — |
|
| (86 | ) | (3) (4) |
Sunstar Insurance Group, LLC | Insurance | 6.50% | L + 5.50% | 1.00% | 10/09/26 |
| 12,197 |
|
| 11,978 |
|
| 12,075 |
| (2) (3) |
Sunstar Insurance Group, LLC | Insurance | 6.50% | L + 5.50% | 1.00% | 10/09/26 |
| 7,721 |
|
| 7,585 |
|
| 7,644 |
| (2) (3) |
Sunstar Insurance Group, LLC | Insurance |
| L + 5.50% | 1.00% | 10/09/26 |
| 340 |
|
| (3 | ) |
| (3 | ) | (2) (3) (4) |
Sunstar Insurance Group, LLC | Insurance |
| L + 5.50% | 1.00% | 10/09/26 |
| 2,496 |
|
| (44 | ) |
| (25 | ) | (2) (3) (4) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 6.39% | L + 5.39% | 1.00% | 08/31/27 |
| 40,790 |
|
| 39,876 |
|
| 40,790 |
| (2) (3) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering |
| L + 5.39% | 1.00% | 08/31/26 |
| 5,134 |
|
| (111 | ) |
| — |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 26,402 |
|
| 25,917 |
|
| 26,138 |
| (2) (3) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 8,382 |
|
| 8,225 |
|
| 8,298 |
| (2) (3) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 6,718 |
|
| 1,564 |
|
| 1,576 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 4,201 |
|
| 344 |
|
| 378 |
| (2) (3) (4) |
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 | $ | 1,382 |
| $ | 1,350 |
| $ | 1,354 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 691 |
|
| 679 |
|
| 677 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 516 |
|
| 505 |
|
| 506 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 470 |
|
| 186 |
|
| 183 |
| (2) (3) (4) (5) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.60% | L + 5.50% | 1.10% | 12/06/25 |
| 6,286 |
|
| 6,223 |
|
| 6,223 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | S + 5.50% | 1.00% | 12/06/25 |
| 2,977 |
|
| 2,926 |
|
| 2,948 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.60% | L + 5.50% | 1.10% | 12/06/25 |
| 2,957 |
|
| 2,914 |
|
| 2,927 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.60% | L + 5.50% | 1.10% | 12/06/25 |
| 2,709 |
|
| 2,680 |
|
| 2,682 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 1,365 |
|
| 464 |
|
| 464 |
| (2) (3) (4) (5) |
ESO Solutions, Inc | Health Care Technology | 8.00% | S + 7.00% | 1.00% | 05/03/27 |
| 36,294 |
|
| 35,654 |
|
| 35,659 |
| (2) (3) (4) |
ESO Solutions, Inc | Health Care Technology |
| S + 7.00% | 1.00% | 05/03/27 |
| 3,292 |
|
| (56 | ) |
| (58 | ) | (2) (3) (4) (5) |
Experity, Inc. | Health Care Technology | 6.25% | L + 5.50% | 0.75% | 02/24/28 |
| 34,262 |
|
| 34,112 |
|
| 34,090 |
| (2) (3) (4) |
Experity, Inc. | Health Care Technology |
| L + 5.50% | 0.75% | 02/24/28 |
| 3,023 |
|
| (13 | ) |
| (15 | ) | (2) (3) (4) (5) |
Four Seasons Heating And Air Conditioning Inc | Diversified Consumer Services | 6.50% | L + 5.75% | 0.75% | 11/17/26 |
| 30,873 |
|
| 30,443 |
|
| 30,332 |
| (2) (3) (4) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% (incl. 3.00% PIK) | 1.50% | 10/04/27 |
| 51,750 |
|
| 50,568 |
|
| 50,456 |
| (2) (3) (4) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% | 1.50% | 10/04/27 |
| 20,078 |
|
| 15,402 |
|
| 15,320 |
| (2) (3) (4) (5) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% | 1.50% | 10/04/27 |
| 3,067 |
|
| 999 |
|
| 993 |
| (2) (3) (4) (5) |
Gainsight, Inc. | Software | 7.50% | L + 6.75% PIK | 0.75% | 07/30/27 |
| 38,123 |
|
| 37,525 |
|
| 37,646 |
| (2) (3) (4) |
Gainsight, Inc. | Software |
| L + 6.75% | 0.75% | 07/30/27 |
| 4,830 |
|
| (75 | ) |
| (60 | ) | (2) (3) (4) (5) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 06/24/25 |
| 13,825 |
|
| 13,618 |
|
| 13,549 |
| (2) (3) (4) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 06/24/25 |
| 2,418 |
|
| 2,383 |
|
| 2,370 |
| (2) (3) (4) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 06/24/25 |
| 903 |
|
| 885 |
|
| 885 |
| (2) (3) (4) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 06/24/25 |
| 1,749 |
|
| 325 |
|
| 315 |
| (2) (3) (5) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 7.50% | L + 6.50% | 1.00% | 01/29/27 |
| 26,508 |
|
| 25,949 |
|
| 26,376 |
| (3) (4) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 7.01% | L + 6.00% | 1.00% | 01/29/27 |
| 3,455 |
|
| 2,036 |
|
| 2,067 |
| (3) (4) (5) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software |
| L + 6.50% | 1.00% | 01/29/27 |
| 2,337 |
|
| (28 | ) |
| (12 | ) | (3) (5) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 6.25% | L + 5.50% | 0.75% | 12/01/28 |
| 38,195 |
|
| 38,103 |
|
| 38,099 |
| (2) (3) (4) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| L + 5.50% | 0.75% | 12/02/27 |
| 4,244 |
|
| (10 | ) |
| (11 | ) | (2) (3) (4) (5) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| L + 5.50% | 0.75% | 12/01/28 |
| 13,262 |
|
| (16 | ) |
| (33 | ) | (2) (3) (4) (5) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 7.25% | L + 5.75% | 1.50% | 05/22/26 |
| 20,835 |
|
| 20,593 |
|
| 20,679 |
| (3) (4) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 7.25% | L + 5.75% | 1.50% | 05/22/26 |
| 914 |
|
| 765 |
|
| 770 |
| (3) (4) (5) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services |
| L + 5.75% | 1.55% | 05/22/26 |
| 3,409 |
|
| (8 | ) |
| (26 | ) | (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 04/09/26 |
| 32,000 |
|
| 31,397 |
|
| 31,360 |
| (2) (3) (4) |
HealthEdge Software, Inc. | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 04/09/26 |
| 4,520 |
|
| 637 |
|
| 547 |
| (2) (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology |
| L + 6.25% | 1.00% | 04/09/26 |
| 3,400 |
|
| (63 | ) |
| (68 | ) | (2) (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology |
| L + 6.25% | 1.00% | 04/09/26 |
| 8,500 |
|
| (79 | ) |
| (170 | ) | (2) (3) (4) (5) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 17,692 |
|
| 17,433 |
|
| 17,515 |
| (2) (3) (4) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.51% | L + 6.00% | 1.00% | 12/15/26 |
| 13,574 |
|
| 13,160 |
|
| 13,147 |
| (2) (3) (4) (5) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 7,335 |
|
| 7,204 |
|
| 7,261 |
| (2) (3) (4) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 2,309 |
|
| 240 |
|
| 254 |
| (2) (3) (5) |
The accompanying notes are part of these unaudited consolidated financial statements.
10
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of June 30, 2021March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest Rate (+) |
| Reference Rate and Spread (+) | Floor (+) | Maturity | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | ||||
Syntellis Performance Solutions, LLC (dba Axiom) | Health Care Technology | 9.00% |
| L + 8.00% | 1.00% | 08/02/27 | $ | 37,951 |
| $ | 36,923 |
| $ | 36,907 |
| (2) (3) (5) | |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% |
| L + 5.75% | 1.00% | 08/15/25 |
| 16,817 |
|
| 16,594 |
|
| 16,565 |
| (2) (3) (5) | |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% |
| L + 5.75% | 1.00% | 08/15/25 |
| 5,892 |
|
| 3,882 |
|
| 3,873 |
| (2) (3) (4) (5) | |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services |
|
|
| L + 5.75% | 1.00% | 08/15/25 |
| 2,361 |
|
| (30 | ) |
| (35 | ) | (2) (3) (4) (5) |
Thrasio, LLC | Internet & Direct Marketing Retail | 8.00% |
| L + 7.00% | 1.00% | 12/18/26 |
| 13,950 |
|
| 13,625 |
|
| 13,950 |
| (2) (3) | |
Thrasio, LLC | Internet & Direct Marketing Retail | 8.00% |
| L + 7.00% | 1.00% | 12/18/26 |
| 9,250 |
|
| 2,662 |
|
| 2,803 |
| (2) (3) (4) | |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.50% |
| L + 5.50% | 1.00% | 12/21/26 |
| 20,343 |
|
| 19,965 |
|
| 20,139 |
| (2) (3) | |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
|
|
| L + 5.50% | 1.00% | 12/21/26 |
| 2,812 |
|
| (51 | ) |
| (28 | ) | (2) (3) (4) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
|
|
| L + 5.50% | 1.00% | 12/21/26 |
| 7,032 |
|
| (64 | ) |
| (70 | ) | (2) (3) (4) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 7.25% |
| L + 6.25% | 1.00% | 07/02/25 |
| 19,097 |
|
| 18,853 |
|
| 19,001 |
| (3) (5) | |
WebPT, Inc. | Health Care Technology | 7.75% |
| L + 6.75% | 1.00% | 08/28/24 |
| 12,701 |
|
| 12,529 |
|
| 12,447 |
| (2) (3) (5) | |
WebPT, Inc. | Health Care Technology | 7.75% |
| L + 6.75% | 1.00% | 08/28/24 |
| 1,323 |
|
| 380 |
|
| 370 |
| (2) (3) (4) (5) | |
WebPT, Inc. | Health Care Technology |
|
|
| L + 6.75% | 1.00% | 08/28/24 |
| 1,588 |
|
| (10 | ) |
| (32 | ) | (2) (3) (4) (5) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 6.50% |
| L + 5.50% | 1.00% | 01/20/27 |
| 18,600 |
|
| 18,251 |
|
| 18,228 |
| (2) (3) | |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
|
|
| L + 5.50% | 1.00% | 01/20/27 |
| 2,400 |
|
| (45 | ) |
| (48 | ) | (2) (3) (4) |
WorkForce Software, LLC | Software | 7.50% |
| L + 6.50% (incl. 1.00% PIK) | 1.00% | 07/31/25 |
| 11,245 |
|
| 11,055 |
|
| 11,076 |
| (2) (3) (5) | |
WorkForce Software, LLC | Software | 7.50% |
| L + 6.50% (incl. 1.00% PIK) | 1.00% | 07/31/25 |
| 8,647 |
|
| 8,480 |
|
| 8,517 |
| (2) (3) | |
WorkForce Software, LLC | Software |
|
|
| L + 6.50% | 1.00% | 07/31/25 |
| 980 |
|
| (16 | ) |
| (15 | ) | (2) (3) (4) (5) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
|
| L + 6.50% | 1.00% | 07/01/27 |
| 32,260 |
|
| — |
|
| — |
| (3) (4) | |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
|
| L + 6.50% | 1.00% | 07/01/27 |
| 25,350 |
|
| — |
|
| — |
| (3) (4) | |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
|
| L + 6.50% | 1.00% | 07/01/27 |
| 3,534 |
|
| — |
|
| — |
| (3) (4) | |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
|
| L + 6.50% | 1.00% | 07/01/27 |
| 2,612 |
|
| — |
|
| — |
| (3) (4) | |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | 8.50% |
| L + 7.50% | 1.00% | 12/21/26 |
| 46,540 |
|
| 45,387 |
|
| 45,377 |
| (2) (3) | |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology |
|
|
| L + 7.50% | 1.00% | 12/22/25 |
| 7,000 |
|
| (167 | ) |
| (175 | ) | (2) (3) (4) |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
| 1,507,077 |
|
| 1,503,432 |
|
|
2nd Lien/Senior Secured Debt - 2.08% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zep Inc. | Chemicals | 9.25% |
| L + 8.25% | 1.00% | 08/11/25 | $ | 15,773 |
| $ | 15,735 |
| $ | 15,438 |
|
| |
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
| 15,735 |
|
| 15,438 |
|
|
Investment # | Industry |
|
|
|
|
| Initial Acquisition Date(8) | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||
Preferred Stock - 1.65% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadway Parent, LLC | Diversified Financial Services |
|
|
|
|
| 01/25/21 |
| 3,700,000 |
| $ | 3,718 |
| $ | 3,922 |
| (2) (3) (7) |
Diligent Corporation | Professional Services |
|
|
|
|
| 04/06/21 |
| 4,400 |
|
| 4,290 |
|
| 4,290 |
| (3) (7) |
Exostar LLC - Class A | Aerospace & Defense |
|
|
|
|
| 07/06/20 |
| 911 |
|
| 911 |
|
| 995 |
| (2) (3) (7) |
Foundation Software | Construction & Engineering |
|
|
|
|
| 08/31/20 |
| 912 |
|
| 912 |
|
| 982 |
| (2) (3) (7) |
MedeAnalytics, Inc. | Health Care Technology |
|
|
|
|
| 10/09/20 |
| 1,825,100 |
|
| 1,825 |
|
| 2,028 |
| (2) (3) (7) |
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
|
| 11,656 |
|
| 12,217 |
|
|
Common Stock - 0.50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
|
|
|
|
| 03/10/21 |
| 23,000 |
| $ | 2,300 |
| $ | 2,346 |
| (2) (3) (7) |
Exostar LLC - Class B | Aerospace & Defense |
|
|
|
|
| 07/06/20 |
| 1,424,165 |
|
| — |
|
| 1,068 |
| (2) (3) (7) |
Foundation Software - Class B | Construction & Engineering |
|
|
|
|
| 08/31/20 |
| 490,234 |
|
| — |
|
| 309 |
| (2) (3) (7) |
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
| 2,300 |
|
| 3,723 |
|
|
Total Investments - 206.79% |
|
|
|
|
|
|
|
|
|
| $ | 1,536,768 |
| $ | 1,534,810 |
|
|
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services |
| L + 5.75% | 0.75% | 12/15/26 | $ | 18,700 |
| $ | — |
| $ | (187 | ) | (2) (3) (4) (5) |
Honor HN Buyer, Inc | Health Care Providers & Services | 7.01% | L + 6.00% | 1.00% | 10/15/27 |
| 22,041 |
|
| 21,628 |
|
| 21,541 |
| (2) (3) (4) |
Honor HN Buyer, Inc | Health Care Providers & Services | 7.01% | L + 6.00% | 1.00% | 10/15/27 |
| 13,861 |
|
| 4,593 |
|
| 4,457 |
| (2) (3) (4) (5) |
Honor HN Buyer, Inc | Health Care Providers & Services |
| L + 6.00% | 1.00% | 10/15/27 |
| 2,542 |
|
| (47 | ) |
| (57 | ) | (2) (3) (4) (5) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 32,251 |
|
| 31,806 |
|
| 31,848 |
| (1) (2) (3) (4) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 10,341 |
|
| 10,248 |
|
| 10,212 |
| (1) (2) (3) (4) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 9,893 |
|
| 9,819 |
|
| 9,769 |
| (1) (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.76% | L + 6.75% | 1.00% | 07/09/25 |
| 26,686 |
|
| 26,355 |
|
| 25,886 |
| (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.76% | L + 6.75% | 1.00% | 07/09/25 |
| 5,535 |
|
| 5,436 |
|
| 5,369 |
| (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.76% | L + 6.75% | 1.01% | 07/09/25 |
| 2,186 |
|
| 303 |
|
| 262 |
| (2) (3) (4) (5) |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 22,611 |
|
| 22,306 |
|
| 22,611 |
| (2) (3) (4) |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 22,131 |
|
| 21,666 |
|
| 22,131 |
| (2) (4) |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 369 |
|
| 360 |
|
| 369 |
| (2) (4) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 6.51% | L + 5.50% | 1.01% | 04/02/25 |
| 39,600 |
|
| 38,837 |
|
| 39,501 |
| (2) (3) (4) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 7.76% | L + 6.75% | 1.01% | 12/16/27 |
| 13,933 |
|
| 13,599 |
|
| 13,585 |
| (2) (3) (4) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 7.75% | L + 6.75% | 1.00% | 12/16/26 |
| 1,995 |
|
| 252 |
|
| 249 |
| (2) (3) (4) (5) |
MedeAnalytics, Inc. | Health Care Technology | 7.51% | L + 6.50% | 1.00% | 10/09/26 |
| 40,552 |
|
| 39,584 |
|
| 38,423 |
| (2) (3) (4) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 8.00% | P + 4.50% | 3.50% | 12/15/27 |
| 9,301 |
|
| 9,123 |
|
| 9,092 |
| (2) (3) (4) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 8.00% | P + 4.50% | 3.50% | 12/15/27 |
| 1,998 |
|
| 29 |
|
| 22 |
| (2) (3) (4) (5) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 09/15/27 |
| 60,000 |
|
| 58,888 |
|
| 59,100 |
| (2) (3) (4) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 09/15/27 |
| 6,256 |
|
| 6,138 |
|
| 6,162 |
| (2) (3) (4) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology |
| L + 6.25% | 1.00% | 09/15/27 |
| 5,374 |
|
| (98 | ) |
| (81 | ) | (2) (3) (4) (5) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.51% | L + 5.50% | 1.00% | 02/10/26 |
| 24,739 |
|
| 24,350 |
|
| 24,575 |
| (4) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.51% | L + 5.50% | 1.00% | 02/10/26 |
| 16,587 |
|
| 16,469 |
|
| 16,476 |
| (4) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 1,143 |
|
| (7 | ) |
| (8 | ) | (4) (5) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 6,163 |
|
| (15 | ) |
| (41 | ) | (5) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 15,508 |
|
| 15,214 |
|
| 15,197 |
| (2) (3) (4) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 15,706 |
|
| 7,619 |
|
| 7,529 |
| (2) (3) (4) (5) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 2,696 |
|
| 803 |
|
| 800 |
| (2) (3) (4) (5) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 21,138 |
|
| 20,803 |
|
| 20,663 |
| (2) (3) (4) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 10,385 |
|
| 10,190 |
|
| 10,151 |
| (2) (3) (4) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 8,789 |
|
| 8,651 |
|
| 8,591 |
| (2) (3) (4) |
One GI LLC | Health Care Providers & Services |
| L + 6.75% | 1.00% | 12/22/25 |
| 3,246 |
|
| (52 | ) |
| (73 | ) | (2) (3) (4) (5) |
One GI LLC | Health Care Providers & Services |
| L + 6.75% | 1.00% | 12/22/25 |
| 5,679 |
|
| (53 | ) |
| (128 | ) | (2) (3) (4) (5) |
Picture Head Midco LLC | Entertainment | 7.75% | S + 6.75% | 1.00% | 08/31/23 |
| 19,669 |
|
| 19,452 |
|
| 19,521 |
| (2) (3) (4) |
Pioneer Buyer I, LLC | Software | 7.75% | L + 7.00% PIK | 0.75% | 11/01/28 |
| 22,200 |
|
| 21,790 |
|
| 21,756 |
| (2) (3) (4) |
Pioneer Buyer I, LLC | Software |
| L + 7.00% | 0.75% | 11/01/27 |
| 3,900 |
|
| (73 | ) |
| (78 | ) | (2) (3) (4) (5) |
Pluralsight, Inc | Professional Services | 9.00% | L + 8.00% | 1.00% | 04/06/27 |
| 68,747 |
|
| 67,541 |
|
| 67,543 |
| (2) (3) (4) |
Pluralsight, Inc | Professional Services |
| L + 8.00% | 1.00% | 04/06/27 |
| 4,600 |
|
| (77 | ) |
| (80 | ) | (2) (3) (4) (5) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/28 |
| 17,034 |
|
| 16,719 |
|
| 16,651 |
| (2) (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
11
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/28 | $ | 9,224 |
| $ | 2,389 |
| $ | 2,232 |
| (2) (3) (4) (5) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/27 |
| 2,769 |
|
| 837 |
|
| 824 |
| (2) (3) (4) (5) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 16,404 |
|
| 16,223 |
|
| 16,158 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 10,913 |
|
| 10,762 |
|
| 10,749 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 4,580 |
|
| 4,518 |
|
| 4,511 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 10,264 |
|
| 2,182 |
|
| 2,169 |
| (2) (3) (4) (5) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense | 7.76% | L + 6.75% | 1.01% | 07/06/26 |
| 40,401 |
|
| 39,627 |
|
| 39,593 |
| (2) (3) (4) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense |
| L + 6.75% | 1.00% | 07/06/26 |
| 3,418 |
|
| (61 | ) |
| (68 | ) | (2) (3) (4) (5) |
Prophix Software Inc. (dba Pound Bidco) | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/30/26 |
| 17,147 |
|
| 16,872 |
|
| 17,104 |
| (1) (2) (3) (4) |
Prophix Software Inc. (dba Pound Bidco) | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/30/26 |
| 7,015 |
|
| 6,888 |
|
| 6,998 |
| (1) (2) (3) (4) |
Prophix Software Inc. (dba Pound Bidco) | Diversified Financial Services |
| L + 6.50% | 1.00% | 01/30/26 |
| 3,118 |
|
| (48 | ) |
| (8 | ) | (1) (2) (3) (5) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.51% | L + 5.50% | 1.00% | 11/01/28 |
| 20,698 |
|
| 20,500 |
|
| 20,543 |
| (3) (4) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.51% | L + 5.50% | 1.00% | 11/01/28 |
| 1,776 |
|
| 1,758 |
|
| 1,762 |
| (3) (4) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.51% | L + 5.50% | 1.00% | 11/01/28 |
| 1,271 |
|
| 1,258 |
|
| 1,261 |
| (3) (4) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors |
| L + 5.50% | 1.00% | 11/01/28 |
| 1,840 |
|
| — |
|
| 5 |
| (3) (4) (5) |
Purfoods, LLC | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 08/12/26 |
| 24,231 |
|
| 23,811 |
|
| 24,170 |
| (2) (3) (4) |
Purfoods, LLC | Health Care Providers & Services | 7.25% | L + 6.25% | 1.00% | 08/12/26 |
| 16,349 |
|
| 9,978 |
|
| 10,158 |
| (2) (3) (4) (5) |
Qualawash Holdings, LLC | Commercial Services & Supplies |
| L + 5.75% | 1.00% | 08/31/24 |
| 2,613 |
|
| — |
|
| — |
| (3) (4) (5) |
Qualawash Holdings, LLC | Commercial Services & Supplies |
| L + 5.75% | 1.00% | 08/31/24 |
| 10,428 |
|
| — |
|
| — |
| (3) (4) (5) |
Qualawash Holdings, LLC | Commercial Services & Supplies |
| L + 5.75% | 1.00% | 08/31/24 |
| 2,613 |
|
| — |
|
| — |
| (3) (4) (5) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 6.75% | L + 5.75% | 1.00% | 06/21/25 |
| 13,635 |
|
| 13,490 |
|
| 13,567 |
| (2) (3) (4) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 6.75% | L + 5.75% | 1.00% | 06/21/25 |
| 9,660 |
|
| 9,611 |
|
| 9,612 |
| (2) (3) (4) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies |
| L + 5.75% | 1.00% | 06/21/25 |
| 1,806 |
|
| (5 | ) |
| (9 | ) | (2) (3) (4) (5) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | 7.26% | L + 6.25% | 1.01% | 05/25/27 |
| 19,155 |
|
| 18,816 |
|
| 18,819 |
| (1) (2) (3) (4) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services |
| L + 6.25% | 1.00% | 05/25/27 |
| 3,065 |
|
| (53 | ) |
| (54 | ) | (1) (2) (3) (5) |
SpendMend, LLC | Health Care Providers & Services | 6.75% | S + 5.75% | 1.00% | 03/01/28 |
| 12,305 |
|
| 12,092 |
|
| 12,089 |
| (3) (4) |
SpendMend, LLC | Health Care Providers & Services | 6.75% | S + 5.75% | 1.00% | 03/01/28 |
| 1,605 |
|
| 186 |
|
| 186 |
| (3) (4) (5) |
SpendMend, LLC | Health Care Providers & Services |
| S + 5.75% | 1.00% | 03/01/28 |
| 5,350 |
|
| (46 | ) |
| (47 | ) | (3) (4) (5) |
StarCompliance Intermediate, LLC | Diversified Financial Services | 7.75% | L + 6.75% | 1.00% | 01/12/27 |
| 14,400 |
|
| 14,160 |
|
| 14,220 |
| (2) (3) (4) |
StarCompliance Intermediate, LLC | Diversified Financial Services | 7.75% | L + 6.75% | 1.00% | 01/12/27 |
| 2,319 |
|
| 2,277 |
|
| 2,290 |
| (2) (3) (4) |
StarCompliance Intermediate, LLC | Diversified Financial Services |
| L + 6.75% | 1.00% | 01/12/27 |
| 2,300 |
|
| (37 | ) |
| (29 | ) | (2) (3) (5) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 7.50% | L + 6.50% | 1.00% | 07/02/27 |
| 37,327 |
|
| 36,805 |
|
| 36,767 |
| (2) (3) (4) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 7.50% | L + 6.50% | 1.00% | 07/02/27 |
| 4,479 |
|
| 984 |
|
| 978 |
| (2) (3) (4) (5) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software |
| L + 6.75% | 1.00% | 07/02/27 |
| 11,198 |
|
| (76 | ) |
| (168 | ) | (2) (3) (4) (5) |
Sunstar Insurance Group, LLC | Insurance | 6.76% | L + 5.75% | 1.00% | 10/09/26 |
| 12,105 |
|
| 11,913 |
|
| 11,983 |
| (2) (3) (4) |
Sunstar Insurance Group, LLC | Insurance | 6.76% | L + 5.75% | 1.00% | 10/09/26 |
| 7,663 |
|
| 7,546 |
|
| 7,587 |
| (2) (3) (4) |
Sunstar Insurance Group, LLC | Insurance | 6.76% | L + 5.75% | 1.01% | 10/09/26 |
| 339 |
|
| 140 |
|
| 139 |
| (2) (3) (4) (5) |
Sunstar Insurance Group, LLC | Insurance |
| L + 5.75% | 1.00% | 10/09/26 |
| 2,496 |
|
| (38 | ) |
| (25 | ) | (2) (3) (5) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 7.50% | L + 6.50% | 1.00% | 08/31/27 |
| 40,482 |
|
| 39,656 |
|
| 39,470 |
| (2) (3) (4) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering |
| L + 5.75% | 1.00% | 08/31/26 |
| 5,134 |
|
| (95 | ) |
| (128 | ) | (2) (3) (5) |
The accompanying notes are part of these unaudited consolidated financial statements.
12
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of March 31, 2022
13
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/ |
| Cost |
| Fair |
| Footnotes | |||
Sweep Purchaser LLC | Commercial Services & Supplies | 6.76% | L + 5.75% | 1.00% | 11/30/26 | $ | 26,204 |
| $ | 25,778 |
| $ | 25,941 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 8,319 |
|
| 8,182 |
|
| 8,235 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 6,670 |
|
| 6,556 |
|
| 6,603 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 3,326 |
|
| 2,668 |
|
| 2,693 |
| (2) (3) (5) |
Sweep Purchaser LLC | Commercial Services & Supplies |
| L + 5.75% | 1.00% | 11/30/26 |
| 4,201 |
|
| (66 | ) |
| (42 | ) | (2) (3) (5) |
Syntellis Performance Solutions, LLC (dba Axiom) | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 08/02/27 |
| 37,664 |
|
| 36,741 |
|
| 36,723 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 08/15/25 |
| 16,689 |
|
| 16,439 |
|
| 16,397 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 08/15/25 |
| 3,933 |
|
| 3,870 |
|
| 3,864 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.76% | L + 5.75% | 1.00% | 08/15/25 |
| 7,186 |
|
| 1,922 |
|
| 1,886 |
| (2) (3) (4) (5) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 8.25% | P + 4.75% | 3.50% | 08/15/25 |
| 2,361 |
|
| 1,383 |
|
| 1,375 |
| (2) (3) (4) (5) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services |
| S + 6.00% | 1.00% | 08/15/25 |
| 3,947 |
|
| (35 | ) |
| (69 | ) | (2) (3) (4) (5) |
Thrasio, LLC | Internet & Direct Marketing Retail | 8.01% | L + 7.00% | 1.00% | 12/18/26 |
| 36,527 |
|
| 35,983 |
|
| 36,527 |
| (2) (3) (4) |
Thrasio, LLC | Internet & Direct Marketing Retail |
| L + 7.00% | 1.00% | 12/18/26 |
| 13,604 |
|
| (61 | ) |
| — |
| (2) (3) (4) (5) |
Total Vision LLC | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 07/15/26 |
| 4,587 |
|
| 4,506 |
|
| 4,495 |
| (2) (3) (4) |
Total Vision LLC | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 07/15/26 |
| 2,293 |
|
| 2,252 |
|
| 2,247 |
| (2) (3) (4) |
Total Vision LLC | Health Care Providers & Services |
| L + 5.75% | 1.00% | 07/15/26 |
| 1,150 |
|
| (20 | ) |
| (23 | ) | (2) (3) (4) (5) |
Total Vision LLC | Health Care Providers & Services |
| L + 5.75% | 1.00% | 07/15/26 |
| 9,500 |
|
| (94 | ) |
| (190 | ) | (2) (3) (4) (5) |
Total Vision LLC | Health Care Providers & Services |
| L + 5.75% | 1.00% | 07/15/26 |
| 15,600 |
|
| — |
|
| (312 | ) | (2) (3) (4) (5) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 12/21/26 |
| 20,190 |
|
| 19,859 |
|
| 20,038 |
| (2) (3) (4) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 12/21/26 |
| 7,015 |
|
| 6,933 |
|
| 6,962 |
| (2) (3) (4) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
| L + 5.25% | 1.00% | 12/21/26 |
| 2,812 |
|
| (45 | ) |
| (21 | ) | (2) (3) (5) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 7.25% | L + 6.25% | 1.00% | 07/02/25 |
| 18,951 |
|
| 18,749 |
|
| 18,572 |
| (3) (4) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 7.50% | L + 6.50% | 1.00% | 08/11/27 |
| 20,700 |
|
| 20,321 |
|
| 20,338 |
| (2) (3) (4) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 7.50% | L + 6.50% | 1.00% | 08/11/27 |
| 2,382 |
|
| 801 |
|
| 760 |
| (2) (3) (4) (5) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers |
| L + 6.50% | 1.00% | 08/11/27 |
| 1,979 |
|
| (35 | ) |
| (35 | ) | (2) (3) (4) (5) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 6.25% | L + 5.50% | 0.75% | 06/29/27 |
| 25,558 |
|
| 25,214 |
|
| 25,175 |
| (2) (3) (4) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 6.51% | L + 5.50% | 1.01% | 06/29/27 |
| 4,287 |
|
| 1,707 |
|
| 1,699 |
| (2) (3) (4) (5) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 8.00% | P + 4.50% | 3.50% | 06/29/27 |
| 858 |
|
| 74 |
|
| 73 |
| (2) (3) (4) (5) |
WebPT, Inc. | Health Care Technology | 7.75% | L + 6.75% | 1.00% | 01/18/28 |
| 12,701 |
|
| 12,330 |
|
| 12,510 |
| (2) (3) (4) |
WebPT, Inc. | Health Care Technology | 7.75% | L + 6.75% | 1.00% | 01/18/28 |
| 12,434 |
|
| 12,252 |
|
| 12,247 |
| (2) (3) (4) |
WebPT, Inc. | Health Care Technology |
| L + 6.75% | 1.00% | 01/18/28 |
| 823 |
|
| (12 | ) |
| (12 | ) | (2) (3) (4) (5) |
WebPT, Inc. | Health Care Technology |
| L + 6.75% | 1.00% | 01/18/28 |
| 2,146 |
|
| (16 | ) |
| (32 | ) | (2) (3) (4) (5) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 6.50% | L + 5.50% | 1.00% | 01/20/27 |
| 20,356 |
|
| 20,011 |
|
| 20,356 |
| (2) (3) (4) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
| L + 5.50% | 1.00% | 01/20/27 |
| 2,400 |
|
| (39 | ) |
| — |
| (2) (3) (5) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
| L + 5.50% | 1.00% | 01/20/27 |
| 3,700 |
|
| (36 | ) |
| — |
| (2) (3) (4) (5) |
WhiteWater Holding Company LLC | Diversified Consumer Services | 6.76% | L + 5.75% | 1.00% | 12/21/27 |
| 15,747 |
|
| 15,444 |
|
| 15,432 |
| (2) (3) (4) |
WhiteWater Holding Company LLC | Diversified Consumer Services | 6.71% | L + 5.75% | 1.00% | 12/21/27 |
| 5,252 |
|
| 5,151 |
|
| 5,147 |
| (2) (3) (4) |
WhiteWater Holding Company LLC | Diversified Consumer Services | 6.50% | L + 5.75% | 0.75% | 12/21/27 |
| 2,100 |
|
| 495 |
|
| 493 |
| (2) (3) (4) (5) |
WhiteWater Holding Company LLC | Diversified Consumer Services |
| L + 5.75% | 0.75% | 12/21/27 |
| 5,262 |
|
| (50 | ) |
| (105 | ) | (2) (3) (4) (5) |
WorkForce Software, LLC | Software | 8.25% | L + 7.25% (incl. 3.00% PIK) | 1.00% | 07/31/25 |
| 11,304 |
|
| 11,144 |
|
| 11,077 |
| (2) (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
14
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
WorkForce Software, LLC | Software | 8.25% | L + 7.25% (incl. 3.00% PIK) | 1.00% | 07/31/25 | $ | 8,673 |
| $ | 8,532 |
| $ | 8,500 |
| (2) (3) (4) |
WorkForce Software, LLC | Software | 8.25% | L + 7.25% (incl. 3.00% PIK) | 1.00% | 07/31/25 |
| 2,734 |
|
| 2,683 |
|
| 2,680 |
| (2) (3) (4) |
WorkForce Software, LLC | Software | 7.50% | L + 6.50% | 1.00% | 07/31/25 |
| 980 |
|
| 314 |
|
| 307 |
| (2) (3) (4) (5) |
WorkForce Software, LLC | Software |
| L + 7.25% (incl. 3.00% PIK) | 1.00% | 07/31/25 |
| 2,051 |
|
| (19 | ) |
| (41 | ) | (2) (3) (4) (5) |
WSO2, Inc. | IT Services | 8.50% | L + 7.50% (incl. 3.00% PIK) | 1.00% | 11/04/26 |
| 28,464 |
|
| 27,941 |
|
| 27,895 |
| (2) (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 7.50% | L + 6.50% | 1.00% | 07/01/27 |
| 32,260 |
|
| 31,690 |
|
| 32,260 |
| (2) (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 7.50% | L + 6.50% | 1.00% | 07/01/27 |
| 25,350 |
|
| 24,886 |
|
| 25,350 |
| (2) (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
| L + 6.50% | 1.00% | 07/01/27 |
| 6,145 |
|
| (109 | ) |
| — |
| (2) (3) (4) (5) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | 9.01% | L + 8.00% | 1.01% | 12/21/26 |
| 46,540 |
|
| 45,403 |
|
| 45,493 |
| (2) (3) (4) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology |
| L + 8.00% | 1.00% | 12/22/25 |
| 7,000 |
|
| (157 | ) |
| (157 | ) | (2) (3) (5) |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 2,388,709 |
|
| 2,386,507 |
|
| |
2nd Lien/Senior Secured Debt 1.38% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Zep Inc. | Chemicals | 9.26% | L + 8.25% | 1.00% | 08/11/25 | $ | 15,410 |
| $ | 15,378 |
| $ | 13,869 |
| (4) |
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 15,378 |
|
| 13,869 |
|
| |
The accompanying notes are part of these unaudited consolidated financial statements.
15
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of March 31, 2022
(in thousands, except unit and per unit amounts)
(Unaudited)
Investment # | Industry |
|
|
| Initial | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Preferred Stock - 4.02% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Broadway Parent, LLC | Diversified Financial Services |
|
|
| 01/25/21 |
| 3,700,000 |
| $ | 3,718 |
| $ | 3,965 |
| (2) (3) (8) |
CloudBees, Inc. | Software |
|
|
| 11/24/21 |
| 1,038,917 |
|
| 11,623 |
|
| 12,425 |
| (2) (3) (8) |
Diligent Corporation | Professional Services |
|
|
| 04/06/21 |
| 4,400 |
|
| 4,290 |
|
| 4,836 |
| (2) (3) (8) |
Foundation Software | Construction & Engineering |
|
|
| 08/31/20 |
| 912 |
|
| 912 |
|
| 1,050 |
| (2) (3) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
|
|
| 12/02/21 |
| 9,549 |
|
| 9,310 |
|
| 9,633 |
| (2) (3) (8) |
MedeAnalytics, Inc. | Health Care Technology |
|
|
| 10/09/20 |
| 1,825,100 |
|
| 1,825 |
|
| 475 |
| (2) (3) (8) |
WSO2, Inc. | IT Services |
|
|
| 11/04/21 |
| 509,767 |
|
| 8,052 |
|
| 8,170 |
| (2) (3) (8) |
Total Preferred Stock |
|
|
|
|
|
|
|
| 39,730 |
|
| 40,554 |
|
| |
Common Stock - 1.00% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
|
|
| 03/10/21 |
| 26,555 |
| $ | 2,655 |
| $ | 2,655 |
| (2) (3) (8) |
Exostar LLC - Class B | Aerospace & Defense |
|
|
| 07/06/20 |
| 1,424,165 |
|
| — |
|
| 1,125 |
| (2) (3) (8) |
Foundation Software - Class B | Construction & Engineering |
|
|
| 08/31/20 |
| 490,234 |
|
| — |
|
| 377 |
| (2) (3) (8) |
Total Vision LLC | Health Care Providers & Services |
|
|
| 07/15/21 |
| 65,714 |
|
| 1,150 |
|
| 1,249 |
| (2) (3) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers |
|
|
| 08/11/21 |
| 2,638 |
|
| 2,639 |
|
| 2,466 |
| (2) (3) (8) |
WhiteWater Holding Company LLC | Diversified Consumer Services |
|
|
| 12/21/21 |
| 21,000 |
|
| 2,100 |
|
| 2,212 |
| (2) (3) (8) |
Total Common Stock |
|
|
|
|
|
|
|
| 8,544 |
|
| 10,084 |
|
| |
Warrants - 0.20% |
|
|
|
|
|
|
|
|
|
|
|
| |||
CloudBees, Inc. | Software |
|
|
| 11/24/21 |
| 300,946 |
| $ | 1,666 |
| $ | 1,974 |
| (2) (3) (8) |
Total Warrants |
|
|
|
|
|
|
|
| 1,666 |
|
| 1,974 |
|
| |
Total Investments - 243.41% |
|
|
|
|
|
|
| $ | 2,454,027 |
| $ | 2,452,988 |
|
| |
(+) | Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), CDOR ("C") 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 |
(++) | Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian Dollar (“CAD”). |
# | Percentages are based on net assets. |
(1) | The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of |
(2) | The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value |
(3) | Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party |
(4) | All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt.” |
(5) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and |
|
|
|
|
(7) |
|
| Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted |
|
|
PIK | Payment In Kind |
The accompanying notes are part of these unaudited consolidated financial statements.
12
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 2020
(in thousands, except unit and per unit amounts)
Investment | Industry | Interest Rate (+) |
| Reference Rate and Spread (+) | Floor (+) |
| Maturity | Par/ Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||||
1st Lien/Senior Secured Debt - 188.41% # |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 6.50% |
| L + 5.50% | 1.00% |
| 11/06/26 | $ | 8,720 |
| $ | 8,592 |
| $ | 8,589 |
| (1) (2) | ||
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services |
|
|
| L + 5.50% | 1.00% |
| 11/06/26 |
| 1,160 |
|
| (17 | ) |
| (17 | ) | (1) (2) (3) | |
3SI Security Systems, Inc. | Commercial Services & Supplies | 6.75% |
| L + 5.75% | 1.00% |
| 06/16/23 |
| 2,233 |
|
| 2,217 |
|
| 2,222 |
| (4) (5) | ||
Acquia, Inc. | Software | 8.00% |
| L + 7.00% | 1.00% |
| 10/31/25 |
| 18,077 |
|
| 17,773 |
|
| 17,761 |
| (1) (4) (5) | ||
Acquia, Inc. | Software |
|
|
| L + 7.00% | 1.00% |
| 10/31/25 |
| 1,933 |
|
| (31 | ) |
| (34 | ) | (1) (3) (4) (5) | |
Apptio, Inc. | IT Services | 8.25% |
| L + 7.25% | 1.00% |
| 01/10/25 |
| 26,813 |
|
| 25,982 |
|
| 26,411 |
| (4) (5) | ||
Apptio, Inc. | IT Services |
|
|
| L + 7.25% | 1.00% |
| 01/10/25 |
| 769 |
|
| (27 | ) |
| (12 | ) | (3) (4) (5) | |
BJH Holdings III Corp. (dba Jack’s Family Restaurants) | Hotels, Restaurants & Leisure | 6.25% |
| L + 5.25% | 1.00% |
| 08/19/25 |
| 7,688 |
|
| 7,626 |
|
| 7,361 |
| (1) (5) | ||
Blacksmith Applications, Inc. | Software | 7.50% |
| L + 6.50% | 1.00% |
| 12/02/26 |
| 23,300 |
|
| 22,782 |
|
| 22,776 |
| (1) | ||
Blacksmith Applications, Inc. | Software |
|
|
| L + 6.50% | 1.00% |
| 12/02/26 |
| 1,900 |
|
| (42 | ) |
| (43 | ) | (1) (3) | |
Bullhorn, Inc. | Professional Services | 6.75% |
| L + 5.75% | 1.00% |
| 09/30/26 |
| 13,841 |
|
| 13,602 |
|
| 13,633 |
| (1) (4) (5) | ||
Bullhorn, Inc. | Professional Services | 6.75% |
| L + 5.75% | 1.00% |
| 09/30/26 |
| 287 |
|
| 282 |
|
| 283 |
| (1) (4) (5) | ||
Bullhorn, Inc. | Professional Services | 6.75% |
| L + 5.75% | 1.00% |
| 09/30/26 |
| 229 |
|
| 225 |
|
| 225 |
| (1) (4) (5) | ||
Bullhorn, Inc. | Professional Services |
|
|
| L + 5.75% | 1.00% |
| 09/30/26 |
| 635 |
|
| (11 | ) |
| (10 | ) | (1) (3) (4) (5) | |
Bullhorn, Inc. | Professional Services |
|
|
| L + 5.75% | 1.00% |
| 09/30/26 |
| 693 |
|
| (12 | ) |
| (10 | ) | (1) (3) (4) (5) | |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 7.50% |
| L + 6.50% | 1.00% |
| 10/01/26 |
| 40,639 |
|
| 39,861 |
|
| 39,826 |
| (1) | ||
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 8.75% |
| P + 5.50% |
|
|
| 10/01/25 |
| 9,170 |
|
| 972 |
|
| 963 |
| (1) (3) | |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.50% |
| L + 5.50% | 1.00% |
| 07/01/24 |
| 6,037 |
|
| 5,991 |
|
| 5,901 |
| (1) (4) (5) | ||
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.50% |
| L + 5.50% | 1.00% |
| 07/01/24 |
| 1,798 |
|
| 1,785 |
|
| 1,758 |
| (1) (4) (5) | ||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% |
| L + 6.00% | 1.00% |
| 11/14/25 |
| 10,374 |
|
| 10,121 |
|
| 10,115 |
| (1) | ||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% |
| L + 6.00% | 1.00% |
| 11/14/25 |
| 10,346 |
|
| 10,146 |
|
| 10,087 |
| (1) (5) | ||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% |
| L + 6.00% | 1.00% |
| 11/14/25 |
| 4,356 |
|
| 4,270 |
|
| 4,247 |
| (1) (5) | ||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% |
| L + 6.00% | 1.00% |
| 11/14/25 |
| 5,785 |
|
| 81 |
|
| (6 | ) | (1) (3) | ||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services |
|
|
| L + 6.00% | 1.00% |
| 11/14/25 |
| 1,320 |
|
| (22 | ) |
| (33 | ) | (1) (3) (5) | |
ConnectWise, LLC | IT Services | 6.25% |
| L + 5.25% | 1.00% |
| 02/28/25 |
| 19,915 |
|
| 19,587 |
|
| 19,715 |
| (1) (4) (5) | ||
ConnectWise, LLC | IT Services | 6.25% |
| L + 5.25% | 1.00% |
| 02/28/25 |
| 1,537 |
|
| 360 |
|
| 369 |
| (1) (3) (4) (5) | ||
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development | 9.00% |
| L + 7.50% | 1.50% |
| 08/30/24 |
| 26,900 |
|
| 26,483 |
|
| 21,520 |
| (1) (4) (5) | ||
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development | 9.00% |
| L + 7.50% | 1.50% |
| 08/30/24 |
| 7,910 |
|
| 7,780 |
|
| 6,328 |
| (1) (4) (5) | ||
CorePower Yoga LLC | Diversified Consumer Services | 7.00% |
| L + 6.00% (incl. 1.25% PIK) | 1.00% |
| 05/14/25 |
| 9,050 |
|
| 8,939 |
|
| 7,602 |
| (1) (5) | ||
CorePower Yoga LLC | Diversified Consumer Services | 7.00% |
| L + 6.00% (incl. 1.25% PIK) | 1.00% |
| 05/14/25 |
| 633 |
|
| 626 |
|
| 532 |
| (1) (5) | ||
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 7.00% |
| L + 6.00% | 1.00% |
| 10/03/25 |
| 16,838 |
|
| 16,619 |
|
| 16,459 |
| (1) (4) (5) | ||
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 7.00% |
| L + 6.00% | 1.00% |
| 11/03/25 |
| 13,960 |
|
| 13,652 |
|
| 13,646 |
| (1) (4) | ||
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services |
|
|
| L + 6.00% | 1.00% |
| 10/03/25 |
| 1,291 |
|
| (16 | ) |
| (29 | ) | (1) (3) (4) (5) | |
Diligent Corporation | Professional Services | 7.25% |
| L + 6.25% | 1.00% |
| 08/04/25 |
| 21,030 |
|
| 20,542 |
|
| 20,557 |
| (1) (4) (5) | ||
Diligent Corporation | Professional Services |
|
|
| L + 6.25% | 1.00% |
| 08/04/25 |
| 1,703 |
|
| (20 | ) |
| (19 | ) | (1) (3) (4) (5) | |
Diligent Corporation | Professional Services |
|
|
| L + 6.25% | 1.00% |
| 08/04/25 |
| 5,108 |
|
| (118 | ) |
| (115 | ) | (1) (3) (4) (5) | |
E2open, LLC | Software | 6.75% |
| L + 5.75% | 1.00% |
| 11/26/24 |
| 18,664 |
|
| 18,522 |
|
| 18,582 |
| (1) (5) | ||
Elemica Parent, Inc. | Chemicals | 7.00% |
| L + 6.00% | 1.00% |
| 09/18/25 |
| 3,584 |
|
| 3,510 |
|
| 3,476 |
| (1) (4) | ||
Elemica Parent, Inc. | Chemicals | 7.00% |
| L + 6.00% | 1.00% |
| 09/18/25 |
| 700 |
|
| 684 |
|
| 679 |
| (1) (4) | ||
Elemica Parent, Inc. | Chemicals | 7.00% |
| L + 6.00% | 1.00% |
| 09/18/25 |
| 523 |
|
| 507 |
|
| 507 |
| (1) (4) | ||
Elemica Parent, Inc. | Chemicals | 7.00% |
| L + 6.00% | 1.00% |
| 09/18/25 |
| 470 |
|
| 377 |
|
| 372 |
| (1) (3) (4) | ||
Elemica Parent, Inc. | Chemicals |
|
|
| L + 6.00% | 1.00% |
| 09/18/25 |
| 350 |
|
| (5 | ) |
| (11 | ) | (1) (3) (4) | |
Elemica Parent, Inc. | Chemicals |
|
|
| L + 6.00% | 1.00% |
| 09/18/25 |
| 1,396 |
|
| (21 | ) |
| (42 | ) | (1) (3) (4) | |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% |
| L + 5.50% | 1.00% |
| 12/06/25 |
| 6,366 |
|
| 6,285 |
|
| 6,238 |
| (1) (4) (5) | ||
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% |
| L + 5.50% | 1.00% |
| 12/06/25 |
| 1,365 |
|
| 1,211 |
|
| 1,201 |
| (1) (3) (4) (5) | ||
Eptam Plastics, Ltd. | Health Care Equipment & Supplies |
|
|
| L + 5.50% | 1.00% |
| 12/06/25 |
| 2,729 |
|
| (17 | ) |
| (55 | ) | (1) (3) (4) (5) | |
The accompanying notes are part of these unaudited consolidated financial statements.
1316
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 20202021
(in thousands, except unit and per unit amounts) (continued)
Investment | Industry | Interest Rate (+) |
| Reference Rate and Spread (+) | Floor (+) |
| Maturity | Par/Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||||
FWR Holding Corporation (dba First Watch Restaurants) | Hotels, Restaurants & Leisure | 8.00% |
| L + 7.00% (incl. 1.50% PIK) | 1.00% |
| 08/21/23 | $ | 8,749 |
| $ | 8,685 |
| $ | 8,486 |
| (4) (5) | ||
FWR Holding Corporation (dba First Watch Restaurants) | Hotels, Restaurants & Leisure |
|
|
| L + 7.00% (incl. 1.50% PIK) | 1.00% |
| 08/21/23 |
| 122 |
|
| (1 | ) |
| (4 | ) | (3) (4) (5) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 8.00% |
| L + 6.00% | 2.00% |
| 06/24/25 |
| 14,000 |
|
| 13,723 |
|
| 13,720 |
| (1) | ||
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 8.00% |
| L + 6.00% | 2.00% |
| 06/24/25 |
| 2,624 |
|
| 2,423 |
|
| 2,423 |
| (1) (3) | ||
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology |
|
|
| L + 6.00% | 2.00% |
| 06/24/25 |
| 1,749 |
|
| (35 | ) |
| (35 | ) | (1) (3) | |
GlobalTranz Enterprises, Inc. | Road & Rail | 5.15% |
| L + 5.00% |
|
|
| 05/15/26 |
| 7,107 |
|
| 6,992 |
|
| 6,539 |
| (1) (5) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 8.00% |
| L + 7.00% | 1.00% |
| 02/05/26 |
| 34,208 |
|
| 33,527 |
|
| 34,294 |
| (1) (4) | ||
Governmentjobs.com, Inc. (dba NeoGov) | Software | 7.50% |
| L + 6.50% | 1.00% |
| 02/05/26 |
| 33,643 |
|
| 33,053 |
|
| 32,970 |
| (1) (4) (5) | ||
Governmentjobs.com, Inc. (dba NeoGov) | Software | 7.50% |
| L + 6.50% | 1.00% |
| 02/05/26 |
| 4,486 |
|
| 260 |
|
| 247 |
| (1) (3) (4) (5) | ||
Granicus, Inc. | Software | 8.00% |
| L + 7.00% | 1.00% |
| 08/21/26 |
| 31,790 |
|
| 31,034 |
|
| 31,155 |
| (1) | ||
Granicus, Inc. | Software | 8.00% |
| L + 7.00% | 1.00% |
| 08/21/26 |
| 2,787 |
|
| 2,719 |
|
| 2,731 |
| (1) | ||
Granicus, Inc. | Software |
|
|
| L + 7.00% | 1.00% |
| 08/21/26 |
| 2,183 |
|
| (51 | ) |
| (44 | ) | (1) (3) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% |
| L + 5.75% | 1.00% |
| 05/24/24 |
| 9,005 |
|
| 8,873 |
|
| 8,938 |
| (1) | ||
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% |
| L + 5.75% | 1.00% |
| 05/24/24 |
| 7,505 |
|
| 3,669 |
|
| 3,696 |
| (1) (3) | ||
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services |
|
|
| L + 5.75% | 1.00% |
| 05/24/24 |
| 750 |
|
| (11 | ) |
| (6 | ) | (1) (3) | |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% |
| L + 6.00% | 1.00% |
| 12/15/26 |
| 13,625 |
|
| 13,355 |
|
| 13,353 |
| (1) | ||
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% |
| L + 6.00% | 1.00% |
| 12/15/26 |
| 2,309 |
|
| 167 |
|
| 166 |
| (1) (3) | ||
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services |
|
|
| L + 6.00% | 1.00% |
| 12/15/26 |
| 7,390 |
|
| (37 | ) |
| (37 | ) | (1) (3) | |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% |
| L + 6.00% | 1.00% |
| 10/23/26 |
| 25,680 |
|
| 25,178 |
|
| 25,167 |
| (1) (2) | ||
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% |
| L + 6.00% | 1.00% |
| 10/23/26 |
| 4,402 |
|
| 4,315 |
|
| 4,402 |
| (1) (2) | ||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.75% |
| L + 6.75% | 1.00% |
| 07/09/25 |
| 26,888 |
|
| 26,569 |
|
| 25,140 |
| (1) (4) (5) | ||
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure |
|
|
| L + 6.75% | 1.00% |
| 07/09/25 |
| 2,186 |
|
| (25 | ) |
| (142 | ) | (1) (3) (4) (5) | |
iCIMS, Inc. | Software | 7.50% |
| L + 6.50% | 1.00% |
| 11/16/26 |
| 22,611 |
|
| 22,171 |
|
| 22,272 |
| (1) (4) | ||
iCIMS, Inc. | Software | 7.50% |
| L + 6.50% | 1.00% |
| 09/12/24 |
| 22,131 |
|
| 21,462 |
|
| 21,799 |
| (4) (5) | ||
iCIMS, Inc. | Software | 7.50% |
| L + 6.50% | 1.00% |
| 09/12/24 |
| 369 |
|
| 355 |
|
| 364 |
| (4) (5) | ||
Instructure Holdings | Diversified Consumer Services | 8.00% |
| L + 7.00% | 1.00% |
| 03/24/26 |
| 47,255 |
|
| 46,726 |
|
| 46,783 |
| (1) (4) (5) | ||
Instructure Holdings | Diversified Consumer Services | 8.00% |
| L + 7.00% | 1.00% |
| 03/24/26 |
| 10,101 |
|
| 9,749 |
|
| 10,000 |
| (1) (4) | ||
Instructure Holdings | Diversified Consumer Services |
|
|
| L + 7.00% | 1.00% |
| 03/24/26 |
| 3,690 |
|
| (40 | ) |
| (37 | ) | (1) (3) (4) (5) | |
Mailgun Technologies, Inc. | Interactive Media & Services | 6.00% |
| L + 5.00% | 1.00% |
| 03/26/25 |
| 20,045 |
|
| 19,723 |
|
| 20,045 |
| (1) (4) (5) | ||
Mailgun Technologies, Inc. | Interactive Media & Services |
|
|
| L + 5.00% | 1.00% |
| 03/26/25 |
| 1,263 |
|
| — |
|
| — |
| (1) (3) (4) (5) | |
MedeAnalytics, Inc. | Health Care Technology | 7.50% |
| L + 6.50% | 1.00% |
| 10/09/26 |
| 41,066 |
|
| 39,871 |
|
| 39,834 |
| (1) (4) | ||
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% |
| L + 5.50% | 1.00% |
| 02/10/26 |
| 16,326 |
|
| 16,184 |
|
| 15,850 |
| (5) | ||
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% |
| L + 5.50% | 1.00% |
| 02/10/26 |
| 2,793 |
|
| 2,766 |
|
| 2,711 |
|
| ||
MRI Software LLC | Real Estate Mgmt. & Development |
|
|
| L + 5.50% | 1.00% |
| 02/10/26 |
| 469 |
|
| (7 | ) |
| (14 | ) | (3) (5) | |
MRI Software LLC | Real Estate Mgmt. & Development |
|
|
| L + 5.50% | 1.00% |
| 02/10/26 |
| 1,143 |
|
| (10 | ) |
| (33 | ) | (3) (5) | |
MRI Software LLC | Real Estate Mgmt. & Development |
|
|
| L + 5.50% | 1.00% |
| 02/10/26 |
| 22,200 |
|
| (236 | ) |
| (648 | ) | (3) (5) | |
One GI LLC | Health Care Providers & Services | 8.00% |
| L + 7.00% | 1.00% |
| 12/22/25 |
| 8,900 |
|
| 8,723 |
|
| 8,722 |
| (1) | ||
One GI LLC | Health Care Providers & Services | 8.00% |
| L + 7.00% | 1.00% |
| 12/22/25 |
| 21,400 |
|
| 1,169 |
|
| 1,182 |
| (1) (3) | ||
One GI LLC | Health Care Providers & Services |
|
|
| L + 7.00% | 1.00% |
| 12/22/25 |
| 2,300 |
|
| (46 | ) |
| (46 | ) | (1) (3) | |
Picture Head Midco LLC | Entertainment | 8.25% |
| L + 7.25% (incl. 0.50% PIK) | 1.00% |
| 08/31/23 |
| 19,754 |
|
| 19,361 |
|
| 17,976 |
| (1) (4) (5) | ||
Investment # | Industry | Interest | Reference Rate and | Floor | Maturity |
| Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
1st Lien/Senior Secured Debt - 227.75% |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/06/26 | $ |
| 8,633 |
| $ | 8,526 |
| $ | 8,503 |
| (1) (2) (3) (4) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 7.20% | CDN P + 4.75% |
| 11/06/26 | CAD |
| 128 |
|
| 101 |
|
| 99 |
| (1) (2) (3) (4) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services |
| L + 5.75% | 1.00% | 11/06/26 |
|
| 1,059 |
|
| (13 | ) |
| (16 | ) | (1) (2) (3) (4) (5) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 06/16/23 |
|
| 2,145 |
|
| 2,135 |
|
| 2,134 |
| (2) (4) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
|
| 14,816 |
|
| 14,492 |
|
| 15,001 |
| (2) (3) (4) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 7.25% | L + 6.25% | 1.00% | 03/10/27 |
|
| 1,100 |
|
| 141 |
|
| 179 |
| (2) (3) (4) (5) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
| L + 6.25% | 1.00% | 03/10/27 |
|
| 2,759 |
|
| (30 | ) |
| 35 |
| (2) (3) (4) (5) |
Acquia, Inc. | Software | 8.00% | L + 7.00% | 1.00% | 10/31/25 |
|
| 24,940 |
|
| 24,517 |
|
| 24,504 |
| (2) (3) (4) |
Acquia, Inc. | Software |
| L + 7.00% | 1.00% | 10/31/25 |
|
| 1,933 |
|
| (29 | ) |
| (34 | ) | (2) (3) (4) (5) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
|
| 26,813 |
|
| 26,162 |
|
| 26,813 |
| (2) (4) |
Apptio, Inc. | IT Services | 8.25% | L + 7.25% | 1.00% | 01/10/25 |
|
| 769 |
|
| 287 |
|
| 308 |
| (2) (4) (5) |
AQ Helios Buyer, Inc. (aka SurePoint) | Software | 8.00% | L + 7.00% | 1.00% | 07/01/26 |
|
| 29,120 |
|
| 28,586 |
|
| 28,610 |
| (2) (3) (4) |
AQ Helios Buyer, Inc. (aka SurePoint) | Software | 8.00% | L + 7.00% | 1.00% | 07/01/26 |
|
| 4,160 |
|
| 1,090 |
|
| 1,092 |
| (2) (3) (4) (5) |
AQ Helios Buyer, Inc. (aka SurePoint) | Software | 9.00% | L + 8.00% | 1.00% | 07/01/26 |
|
| 10,510 |
|
| 602 |
|
| 707 |
| (2) (3) (4) (5) |
Argos Health Holdings, Inc | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 12/03/27 |
|
| 19,950 |
|
| 19,555 |
|
| 19,551 |
| (3) (4) |
Aria Systems, Inc. | Diversified Financial Services | 8.00% | L + 7.00% | 1.00% | 06/30/26 |
|
| 15,025 |
|
| 14,818 |
|
| 14,837 |
| (2) (3) (4) |
Aria Systems, Inc. | Diversified Financial Services | 8.00% | L + 7.00% | 1.00% | 06/30/26 |
|
| 3,780 |
|
| 2,030 |
|
| 2,013 |
| (2) (3) (4) (5) |
Assembly Intermediate LLC | Diversified Consumer Services | 8.00% | L + 7.00% | 1.00% | 10/19/27 |
|
| 39,908 |
|
| 39,132 |
|
| 39,110 |
| (3) (4) |
Assembly Intermediate LLC | Diversified Consumer Services | 8.00% | L + 7.00% | 1.00% | 10/19/27 |
|
| 9,977 |
|
| 2,275 |
|
| 2,295 |
| (3) (4) (5) |
Assembly Intermediate LLC | Diversified Consumer Services |
| L + 7.00% | 1.00% | 10/19/27 |
|
| 3,991 |
|
| (77 | ) |
| (80 | ) | (3) (4) (5) |
Bigchange Group Limited | Software | 7.00% | S + 6.00% | 1.00% | 12/23/26 | GBP |
| 10,810 |
|
| 14,218 |
|
| 14,339 |
| (1) (3) (4) |
Bigchange Group Limited | Software |
| S + 6.00% | 1.00% | 12/23/26 | GBP |
| 790 |
|
| 1 |
|
| — |
| (1) (3) (4) (5) |
Bigchange Group Limited | Software |
| S + 6.00% | 1.00% | 12/23/26 | GBP |
| 2,160 |
|
| (55 | ) |
| (58 | ) | (1) (3) (4) (5) |
Broadway Technology, LLC | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/08/26 |
|
| 24,019 |
|
| 23,619 |
|
| 23,778 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
|
| 13,701 |
|
| 13,499 |
|
| 13,633 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
|
| 754 |
|
| 750 |
|
| 750 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
|
| 634 |
|
| 625 |
|
| 631 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
|
| 284 |
|
| 280 |
|
| 283 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services | 6.75% | L + 5.75% | 1.00% | 09/30/26 |
|
| 226 |
|
| 223 |
|
| 225 |
| (2) (3) (4) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
|
| 693 |
|
| (10 | ) |
| (3 | ) | (2) (3) (4) (5) |
Bullhorn, Inc. | Professional Services |
| L + 5.75% | 1.00% | 09/30/26 |
|
| 1,680 |
|
| (8 | ) |
| (8 | ) | (2) (3) (4) (5) |
Businessolver.com, Inc. | Health Care Technology | 6.50% | L + 5.75% | 0.75% | 12/01/27 |
|
| 16,822 |
|
| 16,656 |
|
| 16,654 |
| (3) (4) |
Businessolver.com, Inc. | Health Care Technology |
| L + 5.75% | 0.75% | 12/01/27 |
|
| 4,529 |
|
| (22 | ) |
| (23 | ) | (3) (4) (5) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 7.50% | L + 6.50% | 1.00% | 10/01/26 |
|
| 40,232 |
|
| 39,569 |
|
| 39,829 |
| (2) (3) (4) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services |
| L + 6.50% | 1.00% | 10/01/25 |
|
| 9,170 |
|
| (140 | ) |
| (92 | ) | (2) (3) (5) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 07/01/24 |
|
| 16,612 |
|
| 16,446 |
|
| 16,404 |
| (2) (3) (4) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 07/01/24 |
|
| 4,563 |
|
| 2,119 |
|
| 2,112 |
| (2) (3) (4) (5) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 07/01/24 |
|
| 1,780 |
|
| 1,766 |
|
| 1,758 |
| (2) (3) (4) |
Checkmate Finance Merger Sub, LLC | Entertainment | 7.50% | L + 6.50% | 1.00% | 12/31/27 |
|
| 28,307 |
|
| 27,741 |
|
| 27,741 |
| (3) (4) |
Checkmate Finance Merger Sub, LLC | Entertainment |
| L + 6.50% | 1.00% | 12/31/27 |
|
| 2,831 |
|
| (57 | ) |
| (57 | ) | (3) (4) (5) |
The accompanying notes are part of these unaudited consolidated financial statements.
1417
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 20202021
(in thousands, except unit and per unit amounts) (continued)
Investment | Industry | Interest Rate (+) |
| Reference Rate and Spread (+) | Floor (+) |
| Maturity | Par/ Shares (++) |
| Cost |
| Fair Value |
| Footnotes | |||||
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 6.50% |
| L + 5.50% | 1.00% |
| 01/02/25 | $ | 17,281 |
| $ | 17,070 |
| $ | 16,633 |
| (1) (4) (5) | ||
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense | 9.25% |
| L + 8.25% | 1.00% |
| 07/06/26 |
| 40,913 |
|
| 39,954 |
|
| 39,993 |
| (1) (4) (5) | ||
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense |
|
|
| L + 8.25% | 1.00% |
| 07/06/26 |
| 3,418 |
|
| (79 | ) |
| (77 | ) | (1) (3) (4) (5) | |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.50% |
| L + 5.50% | 1.00% |
| 10/15/25 |
| 17,384 |
|
| 17,312 |
|
| 16,167 |
| (1) (5) | ||
Purfoods, LLC | Health Care Providers & Services | 7.25% |
| L + 6.25% | 1.00% |
| 08/12/26 |
| 24,539 |
|
| 24,015 |
|
| 24,170 |
| (1) (4) (5) | ||
Purfoods, LLC | Health Care Providers & Services |
|
|
| L + 6.25% | 1.00% |
| 08/12/26 |
| 16,400 |
|
| (192 | ) |
| (246 | ) | (1) (3) (4) (5) | |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 5.50% |
| L + 4.50% | 1.00% |
| 06/21/25 |
| 9,784 |
|
| 9,746 |
|
| 9,539 |
| (1) (4) (5) | ||
Riverpoint Medical, LLC | Health Care Equipment & Supplies |
|
|
| L + 4.50% | 1.00% |
| 06/21/25 |
| 1,806 |
|
| (7 | ) |
| (45 | ) | (1) (3) (4) (5) | |
Selectquote, Inc. | Insurance | 7.00% |
| L + 6.00% | 1.00% |
| 11/05/24 |
| 12,006 |
|
| 11,814 |
|
| 12,006 |
| (1) (5) | ||
Sunstar Insurance Group, LLC | Insurance | 6.50% |
| L + 5.50% | 1.00% |
| 10/09/26 |
| 12,198 |
|
| 11,962 |
|
| 11,954 |
| (1) | ||
Sunstar Insurance Group, LLC | Insurance |
|
|
| L + 5.50% | 1.00% |
| 10/09/26 |
| 2,496 |
|
| (48 | ) |
| (50 | ) | (1) (3) | |
Sunstar Insurance Group, LLC | Insurance |
|
|
| L + 5.50% | 1.00% |
| 10/09/26 |
| 7,736 |
|
| (149 | ) |
| (155 | ) | (1) (3) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 10.25% |
| P + 7.00% |
|
|
| 08/31/27 |
| 36,054 |
|
| 35,193 |
|
| 35,154 |
| (1) (4) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering |
|
|
| P + 7.00% |
|
|
| 08/31/26 |
| 5,134 |
|
| (121 | ) |
| (128 | ) | (1) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% |
| L + 5.75% | 1.00% |
| 11/30/26 |
| 26,468 |
|
| 25,945 |
|
| 25,939 |
| (1) | ||
Sweep Purchaser LLC | Commercial Services & Supplies |
|
|
| L + 5.75% | 1.00% |
| 11/30/26 |
| 8,403 |
|
| (83 | ) |
| (84 | ) | (1) (3) | |
Sweep Purchaser LLC | Commercial Services & Supplies |
|
|
| L + 5.75% | 1.00% |
| 11/30/26 |
| 4,201 |
|
| (83 | ) |
| (84 | ) | (1) (3) | |
Syntellis Performance Solutions, LLC (dba Axiom) | Health Care Technology | 9.00% |
| L + 8.00% | 1.00% |
| 08/02/27 |
| 38,142 |
|
| 37,048 |
|
| 36,998 |
| (1) (4) (5) | ||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.25% |
| L + 5.25% | 1.00% |
| 08/15/25 |
| 16,903 |
|
| 16,699 |
|
| 16,354 |
| (1) (4) (5) | ||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.25% |
| L + 5.25% | 1.00% |
| 08/15/25 |
| 5,899 |
|
| 1,917 |
|
| 1,783 |
| (1) (3) (4) (5) | ||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services |
|
|
| L + 5.25% | 1.00% |
| 08/15/25 |
| 2,361 |
|
| (28 | ) |
| (77 | ) | (1) (3) (4) (5) | |
Thrasio, LLC | Internet & Direct Marketing Retail | 8.00% |
| L + 7.00% | 1.00% |
| 12/18/26 |
| 14,020 |
|
| 13,671 |
|
| 13,670 |
| (1) | ||
Thrasio, LLC | Internet & Direct Marketing Retail |
|
|
| L + 7.00% | 1.00% |
| 12/18/26 |
| 9,250 |
|
| (115 | ) |
| (116 | ) | (1) (3) | |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.50% |
| L + 5.50% | 1.00% |
| 12/21/26 |
| 20,394 |
|
| 19,987 |
|
| 19,986 |
| (1) | ||
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
|
|
| L + 5.50% | 1.00% |
| 12/21/26 |
| 2,812 |
|
| (56 | ) |
| (56 | ) | (1) (3) | |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
|
|
| L + 5.50% | 1.00% |
| 12/21/26 |
| 7,032 |
|
| (70 | ) |
| (70 | ) | (1) (3) | |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 7.25% |
| L + 6.25% | 1.00% |
| 07/02/25 |
| 19,194 |
|
| 18,923 |
|
| 18,714 |
| (1) (5) | ||
Villa Bidco Inc (dba Authority Brands) | Diversified Consumer Services | 6.75% |
| L + 5.75% | 1.00% |
| 03/21/25 |
| 19,704 |
|
| 19,321 |
|
| 19,309 |
| (1) (4) (5) | ||
Villa Bidco Inc (dba Authority Brands) | Diversified Consumer Services | 6.75% |
| L + 5.75% | 1.00% |
| 03/21/25 |
| 9,800 |
|
| 2,807 |
|
| 2,761 |
| (1) (3) (4) | ||
Villa Bidco Inc (dba Authority Brands) | Diversified Consumer Services | 8.00% |
| P + 4.75% |
|
|
| 03/21/25 |
| 1,592 |
|
| 189 |
|
| 188 |
| (1) (3) (4) (5) | |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 7.50% |
| L + 6.50% | 1.00% |
| 03/31/23 |
| 23,243 |
|
| 22,990 |
|
| 23,068 |
| (4) (5) | ||
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 7.50% |
| L + 6.50% | 1.00% |
| 03/31/23 |
| — |
|
| — |
|
| — |
| (4) (5) | ||
WebPT, Inc. | Health Care Technology | 7.75% |
| L + 6.75% | 1.00% |
| 08/28/24 |
| 12,701 |
|
| 12,505 |
|
| 12,320 |
| (1) (4) (5) | ||
WebPT, Inc. | Health Care Technology | 7.75% |
| L + 6.75% | 1.00% |
| 08/28/24 |
| 1,323 |
|
| 377 |
|
| 357 |
| (1) (3) (4) (5) | ||
WebPT, Inc. | Health Care Technology |
|
|
| L + 6.75% | 1.00% |
| 08/28/24 |
| 1,588 |
|
| (12 | ) |
| (48 | ) | (1) (3) (4) (5) | |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
|
|
| L + 5.75% | 1.00% |
| 01/20/27 |
| 18,600 |
|
| — |
|
| — |
| (1) (3) | |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
|
|
| L + 5.75% | 1.00% |
| 01/20/27 |
| 2,400 |
|
| — |
|
| — |
| (1) (3) | |
WorkForce Software, LLC | Software | 7.50% |
| L + 6.50% | 1.00% |
| 07/31/25 |
| 11,189 |
|
| 11,011 |
|
| 11,021 |
| (1) (4) (5) | ||
WorkForce Software, LLC | Software |
|
|
| L + 6.50% | 1.00% |
| 07/31/25 |
| 980 |
|
| (15 | ) |
| (15 | ) | (1) (3) (4) (5) | |
Wrike, Inc. | Professional Services | 7.75% |
| L + 6.75% | 1.00% |
| 12/31/24 |
| 13,600 |
|
| 13,234 |
|
| 13,600 |
| (4) (5) | ||
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | 8.50% |
| L + 7.50% | 1.00% |
| 12/21/26 |
| 46,540 |
|
| 45,308 |
|
| 45,302 |
| (1) | ||
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 | $ | 18,371 |
| $ | 13,947 |
| $ | 14,125 |
| (2) (3) (4) (5) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,270 |
|
| 10,064 |
|
| 10,244 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 10,241 |
|
| 10,079 |
|
| 10,215 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 7.00% | L + 6.00% | 1.00% | 11/14/25 |
| 4,312 |
|
| 4,242 |
|
| 4,302 |
| (2) (3) (4) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services |
| L + 6.00% | 1.00% | 11/14/25 |
| 1,320 |
|
| (17 | ) |
| (3 | ) | (2) (3) (4) (5) |
CivicPlus LLC | Software | 6.75% | L + 6.00% | 0.75% | 08/24/27 |
| 5,700 |
|
| 5,591 |
|
| 5,572 |
| (2) (3) (4) |
CivicPlus LLC | Software |
| L + 6.00% | 0.75% | 08/24/27 |
| 537 |
|
| (10 | ) |
| (12 | ) | (2) (3) (4) (5) |
CivicPlus LLC | Software |
| L + 6.00% | 0.75% | 08/24/27 |
| 2,680 |
|
| (25 | ) |
| (60 | ) | (2) (3) (4) (5) |
CloudBees, Inc. | Software | 8.00% | L + 7.00% (incl. 2.50% PIK) | 1.00% | 11/24/26 |
| 25,245 |
|
| 23,631 |
|
| 24,740 |
| (3) (4) |
CloudBees, Inc. | Software |
| L + 7.00% (incl. 2.50% PIK) | 1.00% | 11/24/26 |
| 11,620 |
|
| (515 | ) |
| — |
| (3) (4) (5) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 30,515 |
|
| 29,571 |
|
| 23,802 |
| (2) (3) (4) (6) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 9.50% (incl. 2.00% PIK) | 1.50% | 08/30/24 |
| 8,975 |
|
| 8,759 |
|
| 7,001 |
| (2) (3) (4) (6) |
Convene 237 Park Avenue, LLC (dba Convene) | Real Estate Mgmt. & Development |
| L + 15.00% | 1.50% | 08/30/24 |
| 3,200 |
|
| — |
|
| (64 | ) | (3) (4) (5) |
CORA Health Holdings Corp | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 06/15/27 |
| 20,611 |
|
| 20,329 |
|
| 20,354 |
| (2) (3) (4) |
CORA Health Holdings Corp | Health Care Providers & Services |
| L + 5.75% | 1.00% | 06/15/27 |
| 8,092 |
|
| (55 | ) |
| (101 | ) | (2) (3) (4) (5) |
Cordeagle US Finco, Inc. (aka Condeco) | Software | 7.75% | L + 6.75% | 1.00% | 07/30/27 |
| 14,545 |
|
| 14,271 |
|
| 14,254 |
| (1) (2) (3) (4) |
Cordeagle US Finco, Inc. (aka Condeco) | Software |
| L + 6.75% | 1.00% | 07/30/27 |
| 8,390 |
|
| — |
|
| — |
| (1) (3) (4) (5) |
Cordeagle US Finco, Inc. (aka Condeco) | Software |
| L + 6.75% | 1.00% | 07/30/27 |
| 2,238 |
|
| (42 | ) |
| (45 | ) | (1) (2) (3) (4) (5) |
CorePower Yoga LLC | Diversified Consumer Services | 8.00% | L + 7.00% (incl. 5.00% PIK) | 1.00% | 05/14/25 |
| 9,377 |
|
| 9,281 |
|
| 7,666 |
| (2) (3) (4) |
CorePower Yoga LLC | Diversified Consumer Services |
| L + 7.00% (incl. 5.00% PIK) | 1.00% | 05/14/25 |
| 633 |
|
| (6 | ) |
| (116 | ) | (2) (3) (4) (5) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 10/03/25 |
| 16,838 |
|
| 16,659 |
|
| 16,754 |
| (2) (3) (4) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 6.50% | L + 5.50% | 1.00% | 10/27/25 |
| 13,855 |
|
| 13,603 |
|
| 13,786 |
| (2) (3) (4) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services |
| L + 5.50% | 1.00% | 10/03/25 |
| 1,291 |
|
| (13 | ) |
| (6 | ) | (2) (3) (4) (5) |
DECA Dental Holdings LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/28/28 |
| 19,609 |
|
| 19,233 |
|
| 19,217 |
| (2) (3) (4) |
DECA Dental Holdings LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/28/28 |
| 6,720 |
|
| 1,980 |
|
| 1,930 |
| (2) (3) (4) (5) |
DECA Dental Holdings LLC | Health Care Providers & Services |
| L + 5.75% | 0.75% | 08/26/27 |
| 1,552 |
|
| (29 | ) |
| (31 | ) | (2) (3) (4) (5) |
Diligent Corporation | Professional Services | 7.25% | L + 6.25% | 1.00% | 08/04/25 |
| 20,819 |
|
| 20,429 |
|
| 20,975 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 6.75% | L + 5.75% | 1.00% | 08/04/25 |
| 12,903 |
|
| 12,793 |
|
| 12,806 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 6.75% | L + 5.75% | 1.00% | 08/04/25 |
| 8,764 |
|
| 8,691 |
|
| 8,698 |
| (2) (3) (4) |
Diligent Corporation | Professional Services | 7.25% | L + 6.25% | 1.00% | 08/04/25 |
| 5,103 |
|
| 1,005 |
|
| 1,136 |
| (2) (3) (4) (5) |
Diligent Corporation | Professional Services |
| L + 6.25% | 1.00% | 08/04/25 |
| 3,503 |
|
| (46 | ) |
| 26 |
| (2) (3) (4) (5) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 3,547 |
|
| 3,488 |
|
| 3,468 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 1,386 |
|
| 1,351 |
|
| 1,354 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 693 |
|
| 680 |
|
| 677 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 518 |
|
| 505 |
|
| 506 |
| (2) (3) (4) |
Elemica Parent, Inc. | Chemicals | 6.50% | L + 5.50% | 1.00% | 09/18/25 |
| 470 |
|
| 256 |
|
| 253 |
| (2) (3) (4) (5) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 6,302 |
|
| 6,236 |
|
| 6,239 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 2,964 |
|
| 2,918 |
|
| 2,934 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 2,716 |
|
| 2,684 |
|
| 2,688 |
| (2) (3) (4) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 6.50% | L + 5.50% | 1.00% | 12/06/25 |
| 1,365 |
|
| 941 |
|
| 942 |
| (2) (3) (4) (5) |
The accompanying notes are part of these unaudited consolidated financial statements.
1518
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 20202021
(in thousands, except unit and per unit amounts) (continued)
Investment | Industry | Interest Rate (+) | Reference Rate and Spread (+) | Floor (+) |
| Maturity | Par/ Shares (++) |
| Cost |
| Fair Value |
| Footnotes | ||||
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology |
| L + 7.50% | 1.00% |
| 12/22/25 | $ | 7,000 |
| $ | (185 | ) | $ | (186 | ) | (1) (3) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
| 1,167,691 |
|
| 1,154,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment | Industry |
|
|
|
|
| Initial Acquisition Date(6) | Par/ Shares (++) |
|
| Cost |
|
| Fair Value |
| Footnotes | |
Preferred Stock - 0.60% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exostar LLC - Class A | Aerospace & Defense |
|
|
|
|
| 07/06/20 |
| 911 |
| $ | 912 |
| $ | 952 |
| (1) (4) (7) |
Foundation Software | Construction & Engineering |
|
|
|
|
| 08/31/20 |
| 912 |
|
| 912 |
|
| 939 |
| (1) (4) (7) |
MedeAnalytics, Inc. | Health Care Technology |
|
|
|
|
| 10/09/20 |
| 1,825,100 |
|
| 1,825 |
|
| 1,825 |
| (1) |
Total Preferred Stock |
|
|
|
|
|
|
|
|
|
|
| 3,649 |
|
| 3,716 |
|
|
Common Stock - 0.06% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exostar LLC - Class B | Aerospace & Defense |
|
|
|
|
| 07/06/20 |
| 1,424,165 |
|
| — |
|
| 342 |
| (1) (4) (7) |
Foundation Software - Class B | Construction & Engineering |
|
|
|
|
| 08/31/20 |
| 490,234 |
|
| — |
|
| 15 |
| (1) (4) (7) |
Total Common Stock |
|
|
|
|
|
|
|
|
|
|
| — |
|
| 357 |
|
|
Total Investments - 189.07% |
|
|
|
|
|
|
|
|
|
| $ | 1,171,340 |
| $ | 1,159,046 |
|
|
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
ESO Solutions, Inc | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 05/03/27 | $ | 36,294 |
| $ | 35,629 |
| $ | 35,659 |
| (2) (3) (4) |
ESO Solutions, Inc | Health Care Technology |
| L + 7.00% | 1.00% | 05/03/27 |
| 3,292 |
|
| (59 | ) |
| (58 | ) | (2) (3) (4) (5) |
Experity, Inc. | Health Care Technology | 6.25% | L + 5.50% | 0.75% | 07/22/27 |
| 34,262 |
|
| 34,106 |
|
| 34,094 |
| (2) (3) (4) |
Experity, Inc. | Health Care Technology |
| L + 5.50% | 0.75% | 07/22/27 |
| 3,023 |
|
| (14 | ) |
| (15 | ) | (2) (3) (4) (5) |
Four Seasons Heating And Air Conditioning Inc | Diversified Consumer Services | 6.50% | L + 5.75% | 0.75% | 11/17/26 |
| 30,950 |
|
| 30,497 |
|
| 30,486 |
| (3) (4) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% | 1.50% | 10/04/27 |
| 50,601 |
|
| 49,377 |
|
| 49,336 |
| (3) (4) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% | 1.50% | 10/04/27 |
| 19,934 |
|
| 6,818 |
|
| 6,896 |
| (3) (4) (5) |
Fullsteam Operations LLC | Diversified Financial Services | 9.00% | L + 7.50% | 1.50% | 10/04/27 |
| 3,067 |
|
| 996 |
|
| 993 |
| (3) (4) (5) |
Gainsight, Inc. | Software | 7.50% | L + 6.75% PIK | 0.75% | 07/30/27 |
| 28,123 |
|
| 27,668 |
|
| 27,842 |
| (2) (3) (4) |
Gainsight, Inc. | Software |
| L + 6.75% | 0.75% | 07/30/27 |
| 4,830 |
|
| (79 | ) |
| (48 | ) | (2) (3) (4) (5) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 8.50% | L + 6.50% | 2.00% | 06/24/25 |
| 13,860 |
|
| 13,638 |
|
| 13,721 |
| (2) (3) (4) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 8.50% | L + 6.50% | 2.00% | 06/24/25 |
| 2,425 |
|
| 2,387 |
|
| 2,400 |
| (2) (3) (4) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 8.50% | L + 6.50% | 2.00% | 06/24/25 |
| 1,749 |
|
| 556 |
|
| 566 |
| (2) (3) (5) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 7.50% | L + 6.50% | 1.00% | 01/29/27 |
| 26,575 |
|
| 25,991 |
|
| 26,442 |
| (3) (4) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 7.00% | L + 6.00% | 1.00% | 01/29/27 |
| 3,460 |
|
| 2,039 |
|
| 2,073 |
| (3) (4) (5) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software |
| L + 6.50% | 1.00% | 01/29/27 |
| 2,337 |
|
| (30 | ) |
| (12 | ) | (3) (5) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 6.25% | L + 5.50% | 0.75% | 12/01/28 |
| 38,195 |
|
| 38,099 |
|
| 38,099 |
| (3) (4) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| L + 5.50% | 0.75% | 12/02/27 |
| 4,244 |
|
| (11 | ) |
| (11 | ) | (3) (4) (5) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| L + 5.50% | 0.75% | 12/01/28 |
| 13,262 |
|
| (16 | ) |
| (17 | ) | (3) (4) (5) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% | L + 5.75% | 1.00% | 05/22/26 |
| 20,888 |
|
| 20,633 |
|
| 20,784 |
| (3) (4) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services | 6.75% | L + 5.75% | 1.00% | 05/22/26 |
| 914 |
|
| 422 |
|
| 429 |
| (3) (4) (5) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Diversified Financial Services |
| L + 5.75% | 1.00% | 05/22/26 |
| 3,409 |
|
| (8 | ) |
| (17 | ) | (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 04/09/26 |
| 32,000 |
|
| 31,366 |
|
| 31,360 |
| (3) (4) |
HealthEdge Software, Inc. | Health Care Technology |
| L + 6.25% | 1.00% | 04/09/26 |
| 4,520 |
|
| — |
|
| — |
| (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology |
| L + 6.25% | 1.00% | 04/09/26 |
| 3,400 |
|
| (67 | ) |
| (68 | ) | (3) (4) (5) |
HealthEdge Software, Inc. | Health Care Technology |
| L + 6.25% | 1.00% | 04/09/26 |
| 8,500 |
|
| (84 | ) |
| (85 | ) | (3) (4) (5) |
Heartland Home Services | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 13,607 |
|
| 6,880 |
|
| 6,840 |
| (2) (3) (4) (5) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 17,736 |
|
| 17,466 |
|
| 17,559 |
| (2) (3) (4) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 7,353 |
|
| 7,216 |
|
| 7,280 |
| (2) (3) (4) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 7.00% | L + 6.00% | 1.00% | 12/15/26 |
| 2,309 |
|
| 146 |
|
| 162 |
| (2) (3) (5) |
Honor HN Buyer, Inc | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 10/15/27 |
| 22,096 |
|
| 21,667 |
|
| 21,654 |
| (3) (4) |
Honor HN Buyer, Inc | Health Care Providers & Services |
| L + 6.00% | 1.00% | 10/15/27 |
| 2,542 |
|
| (49 | ) |
| (51 | ) | (3) (4) (5) |
Honor HN Buyer, Inc | Health Care Providers & Services |
| L + 6.00% | 1.00% | 10/15/27 |
| 13,873 |
|
| (134 | ) |
| (277 | ) | (3) (4) (5) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 32,333 |
|
| 31,866 |
|
| 32,009 |
| (1) (2) (3) (4) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 10,367 |
|
| 10,270 |
|
| 10,264 |
| (1) (2) (3) (4) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 7.00% | L + 6.00% | 1.00% | 10/23/26 |
| 9,918 |
|
| 9,840 |
|
| 9,819 |
| (1) (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.75% | L + 6.75% | 1.00% | 07/09/25 |
| 26,754 |
|
| 26,400 |
|
| 25,817 |
| (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 7.75% | L + 6.75% | 1.00% | 07/09/25 |
| 5,549 |
|
| 5,443 |
|
| 5,355 |
| (2) (3) (4) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure |
| L + 6.75% | 1.00% | 07/09/25 |
| 2,186 |
|
| (27 | ) |
| (76 | ) | (2) (3) (4) (5) |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 22,611 |
|
| 22,278 |
|
| 22,611 |
| (2) (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
19
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 2021
(in thousands, except unit and per unit amounts) (continued)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 | $ | 22,131 |
| $ | 21,624 |
| $ | 22,131 |
| (2) (4) |
iCIMS, Inc. | Software | 7.50% | L + 6.50% | 1.00% | 09/12/24 |
| 369 |
|
| 359 |
|
| 369 |
| (2) (4) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 6.75% | L + 5.75% | 1.00% | 04/02/25 |
| 39,700 |
|
| 38,880 |
|
| 39,601 |
| (2) (3) (4) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 7.75% | L + 6.75% | 1.00% | 12/16/27 |
| 13,968 |
|
| 13,621 |
|
| 13,619 |
| (3) (4) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals |
| L + 6.75% | 1.00% | 12/16/26 |
| 1,995 |
|
| (49 | ) |
| (50 | ) | (3) (4) (5) |
MedeAnalytics, Inc. | Health Care Technology | 7.50% | L + 6.50% | 1.00% | 10/09/26 |
| 40,655 |
|
| 39,641 |
|
| 40,045 |
| (2) (3) (4) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 12/15/27 |
| 9,325 |
|
| 9,139 |
|
| 9,138 |
| (3) (4) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 12/15/27 |
| 1,998 |
|
| 27 |
|
| 27 |
| (3) (4) (5) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 09/15/27 |
| 60,151 |
|
| 58,996 |
|
| 58,948 |
| (2) (3) (4) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 09/15/27 |
| 6,271 |
|
| 6,149 |
|
| 6,146 |
| (2) (3) (4) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) | Health Care Technology | 7.25% | L + 6.25% | 1.00% | 09/15/27 |
| 5,374 |
|
| 569 |
|
| 564 |
| (2) (3) (4) (5) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% | L + 5.50% | 1.00% | 02/10/26 |
| 24,802 |
|
| 24,446 |
|
| 24,701 |
| (4) |
MRI Software LLC | Real Estate Mgmt. & Development | 6.50% | L + 5.50% | 1.00% | 02/10/26 |
| 16,629 |
|
| 16,505 |
|
| 16,562 |
| (4) |
MRI Software LLC | Real Estate Mgmt. & Development |
| L + 5.50% | 1.00% | 02/10/26 |
| 1,143 |
|
| (8 | ) |
| (5 | ) | (4) (5) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 15,546 |
|
| 15,240 |
|
| 15,236 |
| (3) (4) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 15,726 |
|
| 7,630 |
|
| 7,706 |
| (3) (4) (5) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 6.75% | L + 5.75% | 1.00% | 11/30/27 |
| 2,696 |
|
| 396 |
|
| 395 |
| (3) (4) (5) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 21,192 |
|
| 20,837 |
|
| 20,768 |
| (2) (3) (4) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 8,811 |
|
| 8,665 |
|
| 8,635 |
| (2) (3) (4) |
One GI LLC | Health Care Providers & Services | 7.75% | L + 6.75% | 1.00% | 12/22/25 |
| 10,411 |
|
| 7,393 |
|
| 7,363 |
| (2) (3) (4) (5) |
One GI LLC | Health Care Providers & Services |
| L + 6.75% | 1.00% | 12/22/25 |
| 3,246 |
|
| (55 | ) |
| (65 | ) | (2) (3) (4) (5) |
One GI LLC | Health Care Providers & Services |
| L + 6.75% | 1.00% | 12/22/25 |
| 5,679 |
|
| (56 | ) |
| (114 | ) | (2) (3) (4) (5) |
Picture Head Midco LLC | Entertainment | 7.75% | L + 6.75% | 1.00% | 08/31/23 |
| 19,718 |
|
| 19,466 |
|
| 19,324 |
| (2) (3) (4) |
Pioneer Buyer I, LLC | Software | 7.75% | L + 7.00% PIK | 0.75% | 11/01/28 |
| 21,778 |
|
| 21,356 |
|
| 21,342 |
| (3) (4) |
Pioneer Buyer I, LLC | Software |
| L + 6.50% | 0.75% | 11/01/27 |
| 3,900 |
|
| (76 | ) |
| (78 | ) | (3) (4) (5) |
Pluralsight, Inc | Professional Services | 9.00% | L + 8.00% | 1.00% | 04/06/27 |
| 68,747 |
|
| 67,495 |
|
| 67,372 |
| (2) (3) (4) |
Pluralsight, Inc | Professional Services |
| L + 8.00% | 1.00% | 04/06/27 |
| 4,600 |
|
| (81 | ) |
| (92 | ) | (2) (3) (4) (5) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/28 |
| 17,077 |
|
| 16,751 |
|
| 16,735 |
| (2) (3) (4) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/28 |
| 9,231 |
|
| 2,393 |
|
| 2,262 |
| (2) (3) (4) (5) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 6.50% | L + 5.75% | 0.75% | 08/05/27 |
| 2,769 |
|
| 447 |
|
| 443 |
| (2) (3) (4) (5) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 16,404 |
|
| 16,208 |
|
| 16,158 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 10,940 |
|
| 10,776 |
|
| 10,776 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 01/02/25 |
| 4,580 |
|
| 4,512 |
|
| 4,511 |
| (2) (3) (4) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services |
| L + 6.00% | 1.00% | 01/02/25 |
| 10,270 |
|
| (154 | ) |
| (154 | ) | (2) (3) (4) (5) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense | 7.75% | L + 6.75% | 1.00% | 07/06/26 |
| 40,503 |
|
| 39,691 |
|
| 39,693 |
| (2) (3) (4) |
Project Eagle Holdings, LLC (dba Exostar) | Aerospace & Defense |
| L + 6.75% | 1.00% | 07/06/26 |
| 3,418 |
|
| (65 | ) |
| (68 | ) | (2) (3) (4) (5) |
Prophix Software Inc.(dba Pound Bidco) | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/30/26 |
| 17,147 |
|
| 16,857 |
|
| 17,147 |
| (1) (2) (3) (4) |
Prophix Software Inc.(dba Pound Bidco) | Diversified Financial Services | 7.50% | L + 6.50% | 1.00% | 01/30/26 |
| 7,015 |
|
| 6,881 |
|
| 7,015 |
| (1) (2) (3) (4) |
Prophix Software Inc.(dba Pound Bidco) | Diversified Financial Services |
| L + 6.50% | 1.00% | 01/30/26 |
| 3,118 |
|
| (51 | ) |
| — |
| (1) (2) (3) (5) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.25% | L + 5.50% | 0.75% | 11/01/28 |
| 20,750 |
|
| 20,545 |
|
| 20,543 |
| (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
20
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 2021
(in thousands, except unit and per unit amounts) (continued)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 6.25% | L + 5.50% | 0.75% | 11/01/28 | $ | 1,274 |
| $ | 1,261 |
| $ | 1,261 |
| (3) (4) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors |
| L + 5.50% | 0.75% | 11/01/28 |
| 1,780 |
|
| — |
|
| (18 | ) | (3) (4) (5) |
Purfoods, LLC | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 08/12/26 |
| 24,293 |
|
| 23,851 |
|
| 24,232 |
| (2) (3) (4) |
Purfoods, LLC | Health Care Providers & Services | 7.00% | L + 6.00% | 1.00% | 08/12/26 |
| 16,374 |
|
| 9,992 |
|
| 10,183 |
| (2) (3) (4) (5) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 6.75% | L + 5.75% | 1.00% | 06/21/25 |
| 13,670 |
|
| 13,513 |
|
| 13,567 |
| (2) (3) (4) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 6.75% | L + 5.75% | 1.00% | 06/21/25 |
| 9,685 |
|
| 9,632 |
|
| 9,612 |
| (2) (3) (4) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies |
| L + 5.75% | 1.00% | 06/21/25 |
| 1,806 |
|
| (5 | ) |
| (14 | ) | (2) (3) (4) (5) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | 7.25% | L + 6.25% | 1.00% | 05/25/27 |
| 19,155 |
|
| 18,803 |
|
| 18,819 |
| (1) (2) (3) (4) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services |
| L + 6.25% | 1.00% | 05/25/27 |
| 3,065 |
|
| (55 | ) |
| (54 | ) | (1) (2) (3) (5) |
StarCompliance Intermediate, LLC | Diversified Financial Services | 7.75% | L + 6.75% | 1.00% | 01/12/27 |
| 14,400 |
|
| 14,150 |
|
| 14,184 |
| (2) (3) (4) |
StarCompliance Intermediate, LLC | Diversified Financial Services | 7.75% | L + 6.75% | 1.00% | 01/12/27 |
| 2,319 |
|
| 2,275 |
|
| 2,285 |
| (2) (3) (4) |
StarCompliance Intermediate, LLC | Diversified Financial Services |
| L + 6.75% | 1.00% | 01/12/27 |
| 2,300 |
|
| (39 | ) |
| (34 | ) | (2) (3) (5) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 7.75% | L + 6.75% | 1.00% | 07/02/27 |
| 37,327 |
|
| 36,786 |
|
| 36,860 |
| (2) (3) (4) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 7.75% | L + 6.75% | 1.00% | 07/02/27 |
| 4,479 |
|
| 1,280 |
|
| 1,288 |
| (2) (3) (4) (5) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software |
| L + 6.75% | 1.00% | 07/02/27 |
| 11,198 |
|
| (80 | ) |
| (140 | ) | (2) (3) (4) (5) |
Sunstar Insurance Group, LLC | Insurance | 6.75% | L + 5.75% | 1.00% | 10/09/26 |
| 12,135 |
|
| 11,935 |
|
| 12,014 |
| (2) (3) (4) |
Sunstar Insurance Group, LLC | Insurance | 6.75% | L + 5.75% | 1.00% | 10/09/26 |
| 7,683 |
|
| 7,559 |
|
| 7,606 |
| (2) (3) (4) |
Sunstar Insurance Group, LLC | Insurance | 6.75% | L + 5.75% | 1.00% | 10/09/26 |
| 340 |
|
| 140 |
|
| 140 |
| (2) (3) (4) (5) |
Sunstar Insurance Group, LLC | Insurance |
| L + 5.75% | 1.00% | 10/09/26 |
| 2,496 |
|
| (40 | ) |
| (25 | ) | (2) (3) (5) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 7.50% | L + 6.50% | 1.00% | 08/31/27 |
| 40,585 |
|
| 39,729 |
|
| 39,672 |
| (2) (3) (4) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering |
| L + 6.50% | 1.00% | 08/31/26 |
| 5,134 |
|
| (100 | ) |
| (115 | ) | (2) (3) (5) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 26,270 |
|
| 25,824 |
|
| 26,007 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 8,340 |
|
| 8,196 |
|
| 8,256 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 6.75% | L + 5.75% | 1.00% | 11/30/26 |
| 6,687 |
|
| 6,567 |
|
| 6,620 |
| (2) (3) (4) |
Sweep Purchaser LLC | Commercial Services & Supplies | 7.61% | L + 5.75% | 1.00% | 11/30/26 |
| 4,201 |
|
| 1,275 |
|
| 1,302 |
| (2) (3) (5) |
Sweep Purchaser LLC | Commercial Services & Supplies |
| L + 5.75% | 1.00% | 11/30/26 |
| 3,333 |
|
| (33 | ) |
| (33 | ) | (2) (3) (5) |
Syntellis Performance Solutions, LLC (dba Axiom) | Health Care Technology | 8.00% | L + 7.00% | 1.00% | 08/02/27 |
| 37,760 |
|
| 36,801 |
|
| 36,721 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 08/15/25 |
| 16,732 |
|
| 16,513 |
|
| 16,481 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 08/15/25 |
| 3,943 |
|
| 3,886 |
|
| 3,884 |
| (2) (3) (4) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 6.75% | L + 5.75% | 1.00% | 08/15/25 |
| 7,186 |
|
| 1,166 |
|
| 1,128 |
| (2) (3) (4) (5) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 7.31% | L + 5.75% | 1.00% | 08/15/25 |
| 2,361 |
|
| 1,033 |
|
| 1,027 |
| (2) (3) (4) (5) |
Thrasio, LLC | Internet & Direct Marketing Retail | 8.00% | L + 7.00% | 1.00% | 12/18/26 |
| 36,619 |
|
| 36,050 |
|
| 36,619 |
| (2) (3) (4) |
Thrasio, LLC | Internet & Direct Marketing Retail |
| L + 7.00% | 1.00% | 12/18/26 |
| 13,604 |
|
| (65 | ) |
| — |
| (2) (3) (4) (5) |
Total Vision LLC | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 07/15/26 |
| 4,598 |
|
| 4,513 |
|
| 4,507 |
| (2) (3) (4) |
Total Vision LLC | Health Care Providers & Services | 6.50% | L + 5.50% | 1.00% | 07/15/26 |
| 2,298 |
|
| 2,256 |
|
| 2,253 |
| (2) (3) (4) |
Total Vision LLC | Health Care Providers & Services |
| L + 5.50% | 1.00% | 07/15/26 |
| 1,150 |
|
| (21 | ) |
| (23 | ) | (2) (3) (4) (5) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 12/21/26 |
| 20,241 |
|
| 19,894 |
|
| 20,038 |
| (2) (3) (4) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 6.25% | L + 5.25% | 1.00% | 12/21/26 |
| 7,028 |
|
| 6,415 |
|
| 6,430 |
| (2) (3) (4) (5) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services |
| L + 5.25% | 1.00% | 12/21/26 |
| 2,812 |
|
| (47 | ) |
| (28 | ) | (2) (3) (5) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 7.25% | L + 6.25% | 1.00% | 07/02/25 |
| 19,000 |
|
| 18,783 |
|
| 18,905 |
| (3) (4) |
The accompanying notes are part of these unaudited consolidated financial statements.
21
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 2021
(in thousands, except unit and per unit amounts) (continued)
Investment # | Industry | Interest | Reference Rate | Floor | Maturity | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Volt Bidco, Inc. (aka Power Factors) | Independent Power and Renewable Electricity Producers | 7.50% | L + 6.50% | 1.00% | 08/11/27 | $ | 20,700 |
| $ | 20,307 |
| $ | 20,286 |
| (2) (3) (4) |
Volt Bidco, Inc. (aka Power Factors) | Independent Power and Renewable Electricity Producers | 7.50% | L + 6.50% | 1.00% | 08/11/27 |
| 2,375 |
|
| 401 |
|
| 354 |
| (2) (3) (4) (5) |
Volt Bidco, Inc. (aka Power Factors) | Independent Power and Renewable Electricity Producers |
| L + 6.50% | 1.00% | 08/11/27 |
| 1,979 |
|
| (37 | ) |
| (40 | ) | (2) (3) (4) (5) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 6.25% | L + 5.50% | 0.75% | 06/29/27 |
| 25,623 |
|
| 25,264 |
|
| 25,238 |
| (2) (3) (4) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 6.25% | L + 5.50% | 0.75% | 06/29/27 |
| 4,291 |
|
| 1,635 |
|
| 1,630 |
| (2) (3) (4) (5) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies |
| L + 5.50% | 0.75% | 06/29/27 |
| 858 |
|
| (12 | ) |
| (13 | ) | (2) (3) (4) (5) |
WebPT, Inc. | Health Care Technology | 7.75% | L + 6.75% | 1.00% | 08/28/24 |
| 12,701 |
|
| 12,553 |
|
| 12,574 |
| (2) (3) (4) |
WebPT, Inc. | Health Care Technology | 7.75% | L + 6.75% | 1.00% | 08/28/24 |
| 1,323 |
|
| 382 |
|
| 384 |
| (2) (3) (4) (5) |
WebPT, Inc. | Health Care Technology |
| L + 6.75% | 1.00% | 08/28/24 |
| 12,434 |
|
| — |
|
| — |
| (3) (5) |
WebPT, Inc. | Health Care Technology |
| L + 6.75% | 1.00% | 08/28/24 |
| 2,146 |
|
| — |
|
| — |
| (3) (5) |
WebPT, Inc. | Health Care Technology |
| L + 6.75% | 1.00% | 08/28/24 |
| 823 |
|
| — |
|
| — |
| (3) (5) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 6.50% | L + 5.50% | 1.00% | 01/20/27 |
| 18,507 |
|
| 18,186 |
|
| 18,507 |
| (2) (3) (4) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services |
| L + 5.50% | 1.00% | 01/20/27 |
| 2,400 |
|
| (41 | ) |
| — |
| (2) (3) (5) |
WhiteWater Holding Company LLC | Diversified Consumer Services | 6.50% | L + 5.75% | 0.75% | 12/21/27 |
| 15,786 |
|
| 15,472 |
|
| 15,470 |
| (3) (4) |
WhiteWater Holding Company LLC | Diversified Consumer Services | 6.50% | L + 5.75% | 0.75% | 12/21/27 |
| 5,262 |
|
| 3,844 |
|
| 3,830 |
| (3) (4) (5) |
WhiteWater Holding Company LLC | Diversified Consumer Services |
| L + 5.75% | 0.75% | 12/21/27 |
| 2,100 |
|
| (42 | ) |
| (42 | ) | (3) (4) (5) |
WhiteWater Holding Company LLC | Diversified Consumer Services |
| L + 5.75% | 0.75% | 12/21/27 |
| 5,262 |
|
| (52 | ) |
| (105 | ) | (3) (4) (5) |
WorkForce Software, LLC | Software | 7.50% | L + 6.50% (incl. 1.00% PIK) | 1.00% | 07/31/25 |
| 11,245 |
|
| 11,076 |
|
| 11,020 |
| (2) (3) (4) |
WorkForce Software, LLC | Software | 7.50% | L + 6.50% (incl. 1.00% PIK) | 1.00% | 07/31/25 |
| 8,673 |
|
| 8,523 |
|
| 8,500 |
| (2) (3) (4) |
WorkForce Software, LLC | Software | 7.50% | L + 6.50% (incl. 1.00% PIK) | 1.00% | 07/31/25 |
| 980 |
|
| 966 |
|
| 960 |
| (2) (3) (4) |
WSO2, Inc. | IT Services | 8.50% | L + 7.50% (incl. 3.00% PIK) | 1.00% | 11/04/26 |
| 28,182 |
|
| 27,634 |
|
| 27,618 |
| (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 7.50% | L + 6.50% | 1.00% | 07/01/27 |
| 32,260 |
|
| 31,664 |
|
| 31,695 |
| (2) (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 7.50% | L + 6.50% | 1.00% | 07/01/27 |
| 25,350 |
|
| 24,868 |
|
| 24,906 |
| (2) (3) (4) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development |
| L + 6.50% | 1.00% | 07/01/27 |
| 6,145 |
|
| (114 | ) |
| (108 | ) | (2) (3) (4) (5) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | 9.00% | L + 8.00% | 1.00% | 12/21/26 |
| 46,540 |
|
| 45,355 |
|
| 45,493 |
| (2) (3) (4) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology |
| L + 8.00% | 1.00% | 12/22/25 |
| 7,000 |
|
| (167 | ) |
| (157 | ) | (2) (3) (5) |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 2,243,253 |
|
| 2,243,664 |
|
| |
2nd Lien/Senior Secured Debt 1.48% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Zep Inc. | Chemicals | 9.25% | L + 8.25% | 1.00% | 08/11/25 | $ | 15,410 |
| $ | 15,376 |
| $ | 14,588 |
| (4) |
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 15,376 |
|
| 14,588 |
|
| |
The accompanying notes are part of these unaudited consolidated financial statements.
22
Goldman Sachs Private Middle Market Credit II LLC
Consolidated Schedule of Investments as of December 31, 2021
(in thousands, except unit and per unit amounts) (continued)
Investment # | Industry |
|
|
| Initial | Par/Shares |
| Cost |
| Fair |
| Footnotes | |||
Preferred Stock - 4.14% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Broadway Parent, LLC | Diversified Financial Services |
|
|
| 01/25/21 |
| 3,700,000 |
| $ | 3,717 |
| $ | 4,366 |
| (2) (3) (8) |
CloudBees, Inc. | Software |
|
|
| 11/24/21 |
| 1,038,917 |
|
| 11,623 |
|
| 11,626 |
| (3) (8) |
Diligent Corporation | Professional Services |
|
|
| 04/06/21 |
| 4,400 |
|
| 4,290 |
|
| 4,704 |
| (2) (3) (8) |
Foundation Software | Construction & Engineering |
|
|
| 08/31/20 |
| 912 |
|
| 912 |
|
| 1,027 |
| (2) (3) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
|
|
| 12/02/21 |
| 9,549 |
|
| 9,310 |
|
| 9,310 |
| (3) (8) |
MedeAnalytics, Inc. | Health Care Technology |
|
|
| 10/09/20 |
| 1,825,100 |
|
| 1,825 |
|
| 1,697 |
| (2) (3) (8) |
WSO2, Inc. | IT Services |
|
|
| 11/04/21 |
| 509,767 |
|
| 8,052 |
|
| 8,052 |
| (3) (8) |
Total Preferred Stock |
|
|
|
|
|
|
|
| 39,729 |
|
| 40,782 |
|
| |
Common Stock - 1.05% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
|
|
| 03/10/21 |
| 26,555 |
| $ | 2,656 |
| $ | 2,775 |
| (2) (3) (8) |
Exostar LLC - Class B | Aerospace & Defense |
|
|
| 07/06/20 |
| 1,424,165 |
|
| — |
|
| 1,139 |
| (2) (3) (8) |
Foundation Software - Class B | Construction & Engineering |
|
|
| 08/31/20 |
| 490,234 |
|
| — |
|
| 372 |
| (2) (3) (8) |
Total Vision LLC | Health Care Providers & Services |
|
|
| 07/15/21 |
| 65,714 |
|
| 1,150 |
|
| 1,183 |
| (2) (3) (8) |
Volt Bidco, Inc. (aka Power Factors) | Independent Power and Renewable Electricity Producers |
|
|
| 08/11/21 |
| 2,638 |
|
| 2,638 |
|
| 2,774 |
| (2) (3) (8) |
WhiteWater Holding Company LLC | Diversified Consumer Services |
|
|
| 12/21/21 |
| 21,000 |
|
| 2,100 |
|
| 2,100 |
| (3) (8) |
Total Common Stock |
|
|
|
|
|
|
|
| 8,544 |
|
| 10,343 |
|
| |
Warrants - 0.17% |
|
|
|
|
|
|
|
|
|
|
|
| |||
CloudBees, Inc. | Software |
|
|
| 11/24/21 |
| 300,946 |
| $ | 1,666 |
| $ | 1,667 |
| (2) (3) (8) |
Total Warrants |
|
|
|
|
|
|
|
| 1,666 |
|
| 1,667 |
|
| |
Total Investments - 234.59% |
|
|
|
|
|
|
| $ | 2,308,568 |
| $ | 2,311,044 |
|
| |
(+) | Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR ("S") or alternate base rate (commonly based on the U.S. Prime Rate ("P") |
(++) |
|
# | Percentages are based on net assets. |
(1) |
|
| The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, |
| The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement.” |
(3) | Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions.” |
(4) | All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt.” |
(5) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and |
| The |
|
|
| Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted |
| Non-income producing security. |
PIK |
|
The accompanying notes are part of these unaudited consolidated financial statements.
1623
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)require) was formed on December 20, 2018 as a Delaware limited liability company and commenced operations on April 11, 2019. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.
On March 25, 2019 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On February 26, 2020, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an extension of the final date on which the Company will acceptaccepted Subscription Agreements (the “Final Closing Date”) to September 26, 2020.
The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date in the Company’s private offering, provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion.
Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee, whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of GSAM’sGSAM Private Credit Group (the “Investment“BDC Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).
The term of the Company will expire on the five-year anniversary of the expiration of the investment period, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successive one-year periods. Upon the request of the Board of Directors and the approval of a majority-in-interest of the Unitholders, the term of the Company may be further extended.
Credit Alternatives GP LLC (the “Initial Member”), an affiliate of the Investment Adviser, made a capital contribution to the Company of one hundred dollars on April 11, 2019 and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on May 3, 2019, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units (the “Initial Drawdown Date”).
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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
24
accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
17
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes related thereto for the year ended December 31, 2020,2021, included in the Company’s annual report on Form 10-K, which was filed with the SEC on February 25, 2021.March 4, 2022. The results for the three months ended June 30, 2021March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period, or any future year or period.
Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned 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 VVI 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 which the Company has earned the following:
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| For the Three Months Ended |
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| June 30, 2021 |
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| June 30, 2020 |
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| June 30, 2021 |
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| June 30, 2020 |
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| March 31, 2022 |
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| March 31, 2021 |
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Prepayment premiums |
| $ | 75 |
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| $ | — |
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| $ | 541 |
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| $ | — |
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| $ | — |
| $ | 466 |
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Accelerated amortization of upfront loan origination fees and unamortized discounts |
| $ | 935 |
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| $ | 78 |
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| $ | 2,560 |
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| $ | 317 |
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| $ | 108 |
| $ | 1,625 |
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Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the
25
investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.
Certain structuring fees, amendment fees, syndication fees and 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
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.
18
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, 2021March 31, 2022, the Company had certain investments held in one portfolio company on non-accrual status, which represented 1.6% and 1.3% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value. As of December 31, 2020,2021, the Company did not have anyhad certain investments held in one portfolio company on non-accrual status.status, which represented 1.7% and 1.3% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value.
Investments
The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Board of Directors within the meaning of the Investment Company Act.
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.”
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The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:
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19(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;
(2) The Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;
(3) The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;
(4) Asset Management Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;
(5) The Audit Committee of the Board of Directors reviews valuation information provided by the Asset Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and
(6) The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee.
27
Money Market Funds
Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”
Cash
Cash consists of deposits held at a custodian bank. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company held $155,325$39,679 and $8,709$31,602 in cash. Foreign currency of $18$292 and $0$324 (acquisition cost of $18$361 and $0)$383) is included in cash as of June 30, 2021March 31, 2022 and December 31, 2020.2021.
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.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statement of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
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 Consolidated Statement of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. So long as the Company obtains and maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders. The Company will accrue excise tax on estimated undistributed taxable income as required.
28
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.
20
Table of ContentsDistributions
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to common Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and 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 revolving credit facility with JPMorgan Chase Bank, National Association (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 Facilities”). These costs are amortized using the straight-line method over the respective term of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.
Offering Costs3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of Units, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs 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.
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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% (i.e., an annual rate of 1.50%) of the average NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the average of the NAV as of such quarter-end and zero). The Management Fee for any partial quarter will be appropriately prorated.
For the three and six months ended June 30,March 31, 2022 and March 31, 2021, Management Fees amounted to $2,585$3,751 and $4,934.$2,349. As of June 30, 2021, $2,585March 31, 2022, $3,751 remained payable. For the three and six months ended June 30, 2020, Management Fees amounted to $1,474 and $2,606.
2129
Incentive Fee
Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an Incentive Fee (the “Incentive Fee”) as follows:
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a) First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital;
b) Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;
c) Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and
d) Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.
The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.
“Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any Investment, to Unitholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions, but is never less than zero.
The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investments and income from investing activities and may include return of capital, ordinary income and capital gains.
If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates).
If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than the Investment Adviser voluntarily terminating the agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all Investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee, subject to the Incentive Fee Cap. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. The Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.
For the three and six months ended June 30,March 31, 2022 and 2021, the Company accrued an unvested Incentive Fees of $4,407$3,993 and $11,759.$7,352. As of June 30, 2021, $11,759March 31, 2022, $24,827 remained payable in accordance with the terms of the Investment Advisory Agreement. For the three and six months ended June 30, 2020, the Company did not accrue unvested Incentive Fees.
30
Expense Limitation
Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses
22
incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and six months ended June 30,March 31, 2022 and 2021, and June 30, 2020, 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 are commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and six months ended June 30,March 31, 2022 and 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of $259$349 and $446.$187. As of June 30, 2021, $641March 31, 2022, $340 remained payable. For the three and six months ended June 30, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $139 and $249.
Transfer Agent Fees
State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and six months ended June 30,March 31, 2022 and 2021, the Company incurred expenses for services provided by the Transfer Agent of $51$26 and $86.$35. As of June 30, 2021, $39March 31, 2022, $38 remained payable. For the three and six months ended June 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $32 and $52.
Affiliates
The table below presents the Company’s affiliated investments:
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| Gross Additions(1) |
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| Ending Fair Value Balance |
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For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2022 |
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Goldman Sachs Financial Square Government Fund |
| $ | — |
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| $ | 128,950 |
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| $ | (128,950 | ) |
| $ | — |
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| $ | — |
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| $ | — |
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| $ | —(3) |
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| $ | — |
| $ | 2,188 |
| $ | (2,188 | ) |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
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Total Non-Controlled Affiliates |
| $ | — |
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| $ | 128,950 |
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| $ | (128,950 | ) |
| $ | — |
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| $ | — |
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| $ | — |
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| $ | —(3) |
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| $ | — |
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| $ | 2,188 |
|
| $ | (2,188 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
|
For the Year Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||
For the Year Ended December 31, 2021 | For the Year Ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Goldman Sachs Financial Square Government Fund |
| $ | — |
|
| $ | 385,707 |
|
| $ | (385,707 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 32 |
|
| $ | — |
|
| $ | 217,139 |
|
| $ | (217,139 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
|
Total Non-Controlled Affiliates |
| $ | — |
|
| $ | 385,707 |
|
| $ | (385,707 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 32 |
|
| $ | — |
|
| $ | 217,139 |
|
| $ | (217,139 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
|
| (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 to 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, 2021March 31, 2022 and December 31, 2020,2021, there were $286$163 and $141$496, respectively, included within Accrued expenses and other liabilities $6 and $176 included within Interest and other expense payable, $0 and $218 included within Accrued offering coststhat were paid by the Investment Adviser and its affiliates on behalf of the Company.
2331
Co-investment Activity
In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted to the Investment Adviser and the BDCs advised by the Investment Adviser exemptive relief (“Exemptive Relief”) that permits the Companyon which we expect to rely to co-invest with Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Middle Market Lending Corp. (which was merged with GS BDC on October 12, 2020), and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are madeInvestment Adviser in a manner consistent with the Company’sour investment, objectives, positions, policies, strategies and restrictions as well as regulatory requirements and pursuantother pertinent factors (the “Relief”). Additionally, if our Investment Adviser forms certain other accounts in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with the conditions required byRelief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the ExemptiveSEC published a notice of an application that is intended to supersede the Relief and, are allocated fairly among participants. Theif granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios as another client account managed by our Investment Adviser (collectively with the Company, the "Accounts"). GSAM Private Credit Alternatives Team is comprised ofcomprises investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief and Application, if granted, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and investment portfolios of the aforementioned funds and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.
|
|
4. INVESTMENTS
The Company’s investments (excluding investments in money market funds, if any) consisted of the following:
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||||
Investment Type |
| Cost |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
| ||||||||
1st Lien/Senior Secured Debt |
| $ | 1,507,077 |
|
| $ | 1,503,432 |
|
| $ | 1,167,691 |
|
| $ | 1,154,973 |
|
| $ | 2,388,709 |
| $ | 2,386,507 |
|
| $ | 2,243,253 |
| $ | 2,243,664 |
| ||
2nd Lien/Senior Secured Debt |
|
| 15,735 |
|
|
| 15,438 |
|
|
| — |
|
|
| — |
|
| 15,378 |
| 13,869 |
|
|
| 15,376 |
| 14,588 |
| |||||
Preferred Stock |
|
| 11,656 |
|
|
| 12,217 |
|
|
| 3,649 |
|
|
| 3,716 |
|
| 39,730 |
| 40,554 |
|
|
| 39,729 |
| 40,782 |
| |||||
Common Stock |
|
| 2,300 |
|
|
| 3,723 |
|
|
| — |
|
|
| 357 |
|
| 8,544 |
| 10,084 |
|
|
| 8,544 |
| 10,343 |
| |||||
Total |
| $ | 1,536,768 |
|
| $ | 1,534,810 |
|
| $ | 1,171,340 |
|
| $ | 1,159,046 |
| ||||||||||||||||
Warrants |
|
| 1,666 |
| 1,974 |
|
|
| 1,666 |
| 1,667 |
| ||||||||||||||||||||
Total investments |
| $ | 2,454,027 |
|
| $ | 2,452,988 |
|
| $ | 2,308,568 |
|
| $ | 2,311,044 |
| ||||||||||||||||
The industry composition of the Company’s investments at fair value and net assets was as follows:
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||||
Industry |
| Fair Value |
|
| Net Assets |
|
| Fair Value |
|
| Net Assets |
|
| Fair Value |
|
| Net Assets |
|
| Fair Value |
|
| Net Assets |
| ||||||||
Software |
|
| 14.0 | % |
|
| 28.9 | % |
|
| 18.6 | % |
|
| 35.2 | % |
| 16.2 | % |
| 39.4 | % |
| 16.2 | % |
| 37.9 | % | ||||
Health Care Providers & Services |
| 14.5 |
| 35.4 |
| 14.3 |
| 33.5 |
| |||||||||||||||||||||||
Health Care Technology |
|
| 13.2 |
|
|
| 27.4 |
|
|
| 13.2 |
|
|
| 24.9 |
|
| 14.1 |
| 34.3 |
| 14.6 |
| 34.2 |
| |||||||
Health Care Providers & Services |
|
| 13.1 |
|
|
| 27.0 |
|
|
| 11.8 |
|
|
| 22.3 |
| ||||||||||||||||
Professional Services |
|
| 11.4 |
|
|
| 23.7 |
|
|
| 7.0 |
|
|
| 13.2 |
|
| 9.2 |
| 22.4 |
| 9.5 |
| 22.4 |
| |||||||
Diversified Financial Services |
| 9.0 |
| 21.9 |
| 7.1 |
| 16.6 |
| |||||||||||||||||||||||
Real Estate Mgmt. & Development |
| 7.6 |
| 18.5 |
| 7.8 |
| 18.3 |
| |||||||||||||||||||||||
Diversified Consumer Services |
|
| 7.4 |
|
|
| 15.3 |
|
|
| 11.3 |
|
|
| 21.3 |
|
| 7.0 |
| 17.0 |
| 7.0 |
| 16.5 |
| |||||||
Real Estate Mgmt. & Development |
|
| 6.2 |
|
|
| 12.9 |
|
|
| 6.5 |
|
|
| 12.3 |
| ||||||||||||||||
Diversified Financial Services |
|
| 5.9 |
|
|
| 12.1 |
|
|
| 1.1 |
|
|
| 2.1 |
| ||||||||||||||||
IT Services |
|
| 4.2 |
|
|
| 8.8 |
|
|
| 4.0 |
|
|
| 7.6 |
|
| 3.4 |
| 8.3 |
| 3.5 |
| 8.3 |
| |||||||
Commercial Services & Supplies |
| 2.9 |
| 7.2 |
| 3.1 |
| 7.2 |
| |||||||||||||||||||||||
Health Care Equipment & Supplies |
| 2.3 |
| 5.7 |
| 2.4 |
| 5.6 |
| |||||||||||||||||||||||
Entertainment |
| 1.9 |
| 4.7 |
| 2.0 |
| 4.8 |
| |||||||||||||||||||||||
Construction & Engineering |
| 1.7 |
| 4.0 |
| 1.8 |
| 4.2 |
| |||||||||||||||||||||||
Aerospace & Defense |
|
| 2.8 |
|
|
| 5.8 |
|
|
| 3.6 |
|
|
| 6.7 |
|
| 1.6 |
| 4.0 |
| 1.8 |
| 4.1 |
| |||||||
Construction & Engineering |
|
| 2.7 |
|
|
| 5.7 |
|
|
| 3.1 |
|
|
| 5.9 |
| ||||||||||||||||
Health Care Equipment & Supplies |
|
| 2.7 |
|
|
| 5.5 |
|
|
| 3.1 |
|
|
| 5.8 |
| ||||||||||||||||
Transportation Infrastructure |
|
| 2.6 |
|
|
| 5.3 |
|
|
| — |
|
|
| — |
|
| 1.6 |
| 3.9 |
| 1.7 |
| 4.0 |
| |||||||
Interactive Media & Services |
|
| 2.5 |
|
|
| 5.2 |
|
|
| 1.7 |
|
|
| 3.3 |
| ||||||||||||||||
Commercial Services & Supplies |
|
| 2.5 |
|
|
| 5.2 |
|
|
| 4.4 |
|
|
| 8.3 |
| ||||||||||||||||
Internet & Direct Marketing Retail |
| 1.5 |
| 3.6 |
| 1.6 |
| 3.7 |
| |||||||||||||||||||||||
Hotels, Restaurants & Leisure |
|
| 2.2 |
|
|
| 4.6 |
|
|
| 3.5 |
|
|
| 6.7 |
|
| 1.3 |
| 3.1 |
| 1.3 |
| 3.2 |
| |||||||
Trading Companies & Distributors |
| 1.0 |
| 2.3 |
| 0.9 |
| 2.2 |
| |||||||||||||||||||||||
Independent Power and Renewable Electricity Producers |
| 1.0 |
| 2.3 |
| 1.0 |
| 2.4 |
| |||||||||||||||||||||||
Chemicals |
|
| 1.4 |
|
|
| 2.9 |
|
|
| 0.4 |
|
|
| 0.8 |
|
| 0.8 |
| 2.0 |
| 0.9 |
| 2.1 |
| |||||||
Insurance |
|
| 1.3 |
|
|
| 2.6 |
|
|
| 2.0 |
|
|
| 3.9 |
|
| 0.8 |
| 2.0 |
| 0.9 |
| 2.0 |
| |||||||
Entertainment |
|
| 1.2 |
|
|
| 2.5 |
|
|
| 1.5 |
|
|
| 2.9 |
| ||||||||||||||||
Trading Companies & Distributors |
|
| 1.1 |
|
|
| 2.3 |
|
|
| 1.4 |
|
|
| 2.6 |
| ||||||||||||||||
Internet & Direct Marketing Retail |
|
| 1.1 |
|
|
| 2.2 |
|
|
| 1.2 |
|
|
| 2.2 |
| ||||||||||||||||
Road & Rail |
|
| 0.5 |
|
|
| 0.9 |
|
|
| 0.6 |
|
|
| 1.1 |
| ||||||||||||||||
Pharmaceuticals |
|
| 0.6 |
| 1.4 |
| 0.6 |
| 1.4 |
| ||||||||||||||||||||||
Total |
|
| 100.0 | % |
|
| 206.8 | % |
|
| 100.0 | % |
|
| 189.1 | % |
|
| 100.0 | % |
|
| 243.4 | % |
|
| 100.0 | % |
|
| 234.6 | % |
32
The geographic composition of the Company’s investments at fair value was as follows:
Geographic |
| June 30, 2021 |
|
| December 31, 2020 |
| ||
United States |
|
| 97.1 | % |
|
| 99.3 | % |
Canada |
|
| 2.9 |
|
|
| 0.7 |
|
Total |
|
| 100.0 | % |
|
| 100.0 | % |
24
Geographic |
| March 31, 2022 |
|
| December 31, 2021 |
| ||
United States |
|
| 97.3 | % |
|
| 97.2 | % |
Canada |
|
| 2.1 |
|
|
| 2.2 |
|
United Kingdom |
|
| 0.6 |
|
|
| 0.6 |
|
Total |
|
| 100.0 | % |
|
| 100.0 | % |
5. FAIR VALUE MEASUREMENT
|
|
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
33
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
Level 2 Instruments | Valuation Techniques and Significant Inputs |
Equity and Fixed Income | The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. |
Derivative Contracts | OTC derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
25
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. |
34
The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of June 30,March 31, 2022 and 2021. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest 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 Instruments | Fair Value(1)(2) |
| Valuation Techniques(3) | Significant Unobservable Inputs | Range(4) of Significant Unobservable Inputs | Weighted Average(5) | Fair |
| Valuation | Significant | Range(4) of Significant | Weighted | ||
As of June 30, 2021 |
|
|
|
|
|
|
| |||||||
As of March 31, 2022 |
|
| ||||||||||||
Bank Loans, Corporate Debt, and Other Debt Obligations | Bank Loans, Corporate Debt, and Other Debt Obligations | Bank Loans, Corporate Debt, and Other Debt Obligations | ||||||||||||
1st Lien/Senior Secured Debt | $ | 1,209,467 |
| Discounted cash flows | Discount Rate | 5.9% - 21.3% | 8.6% | $ | 2,194,112 |
| Discounted cash flows | Discount Rate | 7.7% — 24.0% | 9.4% |
Equity |
|
|
|
|
|
|
|
|
| |||||
Preferred Stock | $ | 5,966 |
| Comparable multiples | EV/EBITDA(6) | 10.1x - 22.5x | 15.2x | $ | 8,344 |
| Comparable multiples | EV/EBITDA(6) | 8.9x — 27.2x | 22.3x |
| $ | 1,961 |
| Comparable multiples | EV/Revenue | — | 6.0x | $ | 32,210 |
| Comparable multiples | EV/Revenue | 5.3x — 15.4x | 10.5x |
Common Stock | $ | 3,723 |
| Comparable multiples | EV/EBITDA(6) | 10.1x - 17.8x | 15.3x | $ | 7,618 |
| Comparable multiples | EV/EBITDA(6) | 11.0x — 18.6x | 16.2x |
As of December 31, 2020 |
|
|
|
|
|
|
| |||||||
| $ | 2,466 |
| Comparable multiples | EV/Revenue | — | 17.0x | |||||||
Warrants | $ | 1,974 |
| Comparable multiples | EV/Revenue | — | 8.9x | |||||||
As of December 31, 2021 |
|
| ||||||||||||
Bank Loans, Corporate Debt, and Other Debt Obligations | Bank Loans, Corporate Debt, and Other Debt Obligations | Bank Loans, Corporate Debt, and Other Debt Obligations | ||||||||||||
1st Lien/Senior Secured Debt | $ | 721,563 |
| Discounted cash flows | Discount Rate | 6.0% - 16.6% | 8.6% | $ | 1,675,447 |
| Discounted cash flows | Discount Rate | 7.1% — 22.5% | 8.6% |
Equity |
|
|
|
|
|
|
|
|
| |||||
Preferred Stock | $ | 1,891 |
| Comparable multiples | EV/EBITDA(6) | 9.3x - 16.0x | 12.6x | $ | 9,611 |
| Comparable multiples | EV/EBITDA(6) | 10.5x — 26.8x | 21.5x |
| $ | 2,183 |
| Comparable multiples | EV/Revenue | — | 5.7x | |||||||
Common Stock | $ | 357 |
| Comparable multiples | EV/EBITDA(6) | 9.3x - 16.0x | 9.6x | $ | 5,469 |
| Comparable multiples | EV/EBITDA(6) | 11.0x — 19.2x | 15.5x |
| $ | 2,774 |
| Comparable multiples | EV/Revenue | — | 18.9x | |||||||
Warrants | $ | 1,667 |
| Comparable multiples | EV/Revenue | — | 8.2x | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30,March 31, 2022 and December 31, 2021. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.
26
The following is a summary of the Company’s assets categorized within the fair value hierarchy:
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||||||||||||||
1st Lien/Senior Secured Debt |
| $ | — |
|
| $ | 59,122 |
|
| $ | 1,444,310 |
|
| $ | 1,503,432 |
|
| $ | — |
|
| $ | 50,348 |
|
| $ | 1,104,625 |
|
| $ | 1,154,973 |
|
| $ | — |
| $ | 83,145 |
| $ | 2,303,362 |
| $ | 2,386,507 |
|
| $ | — |
| $ | 60,163 |
| $ | 2,183,501 |
| $ | 2,243,664 |
| ||||||
2nd Lien/Senior Secured Debt |
|
| — |
|
|
| 15,438 |
|
|
| — |
|
|
| 15,438 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
| — |
| 13,869 |
| — |
| 13,869 |
|
|
| — |
| 14,588 |
| — |
| 14,588 |
| |||||||||||||
Preferred Stock |
|
| — |
|
|
| — |
|
|
| 12,217 |
|
|
| 12,217 |
|
|
| — |
|
|
| — |
|
|
| 3,716 |
|
|
| 3,716 |
|
| — |
| — |
| 40,554 |
| 40,554 |
|
|
| — |
| — |
| 40,782 |
| 40,782 |
| |||||||||||||
Common Stock |
|
| — |
|
|
| — |
|
|
| 3,723 |
|
|
| 3,723 |
|
|
| — |
|
|
| — |
|
|
| 357 |
|
|
| 357 |
|
| — |
| — |
| 10,084 |
| 10,084 |
|
|
| — |
| — |
| 10,343 |
| 10,343 |
| |||||||||||||
Warrants |
| — |
| — |
| 1,974 |
| 1,974 |
|
|
| — |
| — |
| 1,667 |
| 1,667 |
| |||||||||||||||||||||||||||||||||||||||||||||
Total |
| $ | — |
|
| $ | 74,560 |
|
| $ | 1,460,250 |
|
| $ | 1,534,810 |
|
| $ | — |
|
| $ | 50,348 |
|
| $ | 1,108,698 |
|
| $ | 1,159,046 |
|
| $ | — |
|
| $ | 97,014 |
|
| $ | 2,355,974 |
|
| $ | 2,452,988 |
|
| $ | — |
|
| $ | 74,751 |
|
| $ | 2,236,293 |
|
| $ | 2,311,044 |
|
35
The below table presents a summary of changes in fair value of Level 3 assets by investment type:
|
| Beginning Balance |
|
| Purchases(1) |
|
| Net Realized Gain (Loss) |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Sales and Settlements(1) |
|
| Net Amortization of Premium/ Discount |
|
| Transfers In |
|
| Transfers Out (2) |
|
| Ending Balance |
|
| Net Change in Unrealized Appreciation (Depreciation) for assets still held |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
For the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets |
| Beginning |
|
| Purchases(1) |
|
| Net |
|
| Net Change in |
|
| Sales and |
|
| Net |
|
| Transfers |
|
| Transfers |
|
| Ending Balance |
|
| Net Change in |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1st Lien/Senior Secured Debt |
| $ | 1,104,625 |
|
| $ | 489,396 |
|
| $ | 29 |
|
| $ | 6,770 |
|
| $ | (142,571 | ) |
| $ | 4,775 |
|
| $ | — |
|
| $ | (18,714 | ) |
| $ | 1,444,310 |
|
| $ | 7,487 |
|
| $ | 2,183,501 |
| $ | 157,407 |
| $ | — |
| $ | (2,284 | ) |
| $ | (15,609 | ) |
| $ | 2,133 |
| $ | — |
| $ | (21,786 | ) |
| $ | 2,303,362 |
| $ | (2,281 | ) | ||||||
2nd Lien/Senior Secured Debt |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||||||||||||||||||
Preferred Stock |
| 40,782 |
| — |
| — |
| (228 | ) |
| — |
| — |
| — |
| — |
| 40,554 |
| (228 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock |
| 10,343 |
| — |
| — |
| (259 | ) |
| — |
| — |
| — |
| — |
| 10,084 |
| (259 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants |
|
| 1,667 |
|
|
| — |
|
|
| — |
|
|
| 307 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,974 |
|
|
| 307 |
| ||||||||||||||||||||||||||||||||||||||||
Total assets |
| $ | 2,236,293 |
|
| $ | 157,407 |
|
| $ | — |
|
| $ | (2,464 | ) |
| $ | (15,609 | ) |
| $ | 2,133 |
|
| $ | — |
|
| $ | (21,786 | ) |
| $ | 2,355,974 |
|
| $ | (2,461 | ) | ||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2021 | For the Three Months Ended March 31, 2021 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1st Lien/Senior |
| $ | 1,104,625 |
| $ | 216,051 |
| $ | (3 | ) |
| $ | 3,817 |
| $ | (82,807 | ) |
| $ | 2,600 |
| $ | — |
| $ | — |
| $ | 1,244,283 |
| $ | 4,516 |
| |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock |
|
| 3,716 |
|
|
| 8,007 |
|
|
| — |
|
|
| 494 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12,217 |
|
|
| 494 |
|
| 3,716 |
| 3,717 |
| — |
| 591 |
| — |
| — |
| — |
| — |
| 8,024 |
| 591 |
| |||||||||||||||||||
Common Stock |
|
| 357 |
|
|
| 2,300 |
|
|
| — |
|
|
| 1,066 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,723 |
|
|
| 1,066 |
|
|
| 357 |
| 2,300 |
| — |
| 516 |
| — |
| — |
| — |
| — |
| 3,173 |
| 516 |
| ||||||||||||||||||
Total assets |
| $ | 1,108,698 |
|
| $ | 499,703 |
|
| $ | 29 |
|
| $ | 8,330 |
|
| $ | (142,571 | ) |
| $ | 4,775 |
|
| $ | — |
|
| $ | (18,714 | ) |
| $ | 1,460,250 |
|
| $ | 9,047 |
|
| $ | 1,108,698 |
|
| $ | 222,068 |
|
| $ | (3 | ) |
| $ | 4,924 |
|
| $ | (82,807 | ) |
| $ | 2,600 |
|
| $ | — |
|
| $ | — |
|
| $ | 1,255,480 |
|
| $ | 5,623 |
|
For the Six Months Ended June 30, 2020 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1st Lien/Senior Secured Debt |
| $ | 399,513 |
|
| $ | 199,757 |
|
| $ | — |
|
| $ | (20,559 | ) |
| $ | (25,412 | ) |
| $ | 1,029 |
|
| $ | — |
|
| $ | (7,655 | ) |
| $ | 546,673 |
|
| $ | (20,638 | ) | ||||||||||||||||||||||||||||||||||||||||
Total assets |
| $ | 399,513 |
|
| $ | 199,757 |
|
| $ | — |
|
| $ | (20,559 | ) |
| $ | (25,412 | ) |
| $ | 1,029 |
|
| $ | — |
|
| $ | (7,655 | ) |
| $ | 546,673 |
|
| $ | (20,638 | ) | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
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,March 31, 2022 and December 31, 2021, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short term rates.
|
|
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% after such borrowing (if certain requirements are met). As of June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 180%168% and 212%174%.
The Company’s outstanding debt was as follows:
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||||||||||||||||||||
|
| Aggregate Borrowing Amount Committed |
|
| Amount Available |
|
| Carrying Value |
|
| Aggregate Borrowing Amount Committed |
|
| Amount Available |
|
| Carrying Value |
|
| Aggregate |
|
| Amount |
|
| Carrying |
|
| Aggregate |
|
| Amount |
|
| Carrying |
| ||||||||||||
MUFG Revolving Credit Facility(1) |
| $ | 456,000 |
|
| $ | 125,050 |
|
| $ | 330,950 |
|
| $ | 500,000 |
|
| $ | 102,300 |
|
| $ | 397,700 |
|
| $ | 292,000 |
| $ | — |
| $ | 292,000 |
| $ | 292,000 |
| — |
|
| $ | 292,000 |
| |||||
JPM Revolving Credit Facility(2)(3) |
|
| 750,000 |
|
|
| 149,881 |
|
|
| 600,121 |
|
|
| 250,000 |
|
|
| 100,000 |
|
|
| 150,000 |
| ||||||||||||||||||||||||
JPM Revolving Credit Facility(2) |
|
| 1,450,000 |
|
|
| 264,086 |
|
|
| 1,185,807 |
|
|
| 1,250,000 |
|
|
| 216,586 |
|
|
| 1,033,737 |
| ||||||||||||||||||||||||
Total debt |
| $ | 1,206,000 |
|
| $ | 274,931 |
|
| $ | 931,071 |
|
| $ | 750,000 |
|
| $ | 202,300 |
|
| $ | 547,700 |
|
| $ | 1,742,000 |
|
| $ | 264,086 |
|
| $ | 1,477,807 |
|
| $ | 1,542,000 |
|
| $ | 216,586 |
|
| $ | 1,325,737 |
|
|
|
|
|
|
|
2736
The combined weighted average interest rates of the aggregate borrowings outstanding for the sixthree months ended June 30, 2021March 31, 2022 and for the year ended December 31, 20202021 were 2.95%3.08% and 2.84%3.05% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the sixthree months ended June 30, 2021March 31, 2022 and for the year ended December 31, 20202021 was $742,179$1,424,917 and $225,376.$912,583.
MUFG Revolving Credit Facility
The Company 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 lender. The Company amended the MUFG Revolving Credit Facility on July 31, 2019, December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, and June 28, 2021, August 13, 2021, September 17, 2021 and December 23, 2021. Subsequent to the three months ended March 31, 2022, the Company entered into an amendment to the MUFG Revolving Credit Facility. For further information, see Note 11 “Subsequent Events.”
Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $456,000$292,000 as of June 30, 2021.March 31, 2022. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 6, 2022.
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 either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the MUFG Revolving Credit Facility is the prevailing LIBOR for one month (the “Applicable LIBOR”) plus 2.45% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.45% per annum. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.
Amounts drawn under the MUFG Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the MUFG Revolving Credit Facility. In addition, any transfer of Units from a Unitholder whose undrawn commitments are included in the Borrowing Base to a Unitholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations.
The MUFG Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the MUFG Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to the Company.
The MUFG Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of Unitholders’ ownership interest in the Units. The MUFG Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. The Company is in compliance with these covenants.
Costs of $4,773$4,788 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 on the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, outstanding deferred financing costs were $1,070$127 and $1,290.$435.
37
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, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| ||||
Borrowing interest expense |
| $ | 2,546 |
|
| $ | 1,126 |
|
| $ | 5,094 |
|
| $ | 2,864 |
|
|
Facility fees |
|
| 65 |
|
|
| 212 |
|
|
| 131 |
|
|
| 391 |
|
|
Amortization of financing costs |
|
| 562 |
|
|
| 402 |
|
|
| 1,486 |
|
|
| 791 |
|
|
Total |
| $ | 3,173 |
|
| $ | 1,740 |
|
| $ | 6,711 |
|
| $ | 4,046 |
|
|
Weighted average interest rate |
|
| 2.59 | % |
|
| 2.76 | % |
|
| 2.60 | % |
|
| 3.26 | % |
|
Average outstanding balance |
| $ | 394,346 |
|
| $ | 163,837 |
|
| $ | 394,755 |
|
| $ | 176,692 |
|
|
28
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
Borrowing interest expense |
| $ | 1,906 |
|
| $ | 2,548 |
|
Facility fees |
|
| — |
|
|
| 66 |
|
Amortization of financing costs |
|
| 320 |
|
|
| 924 |
|
Total |
| $ | 2,226 |
|
| $ | 3,538 |
|
Weighted average interest rate |
|
| 2.65 | % |
|
| 2.62 | % |
Average outstanding balance |
| $ | 292,000 |
|
| $ | 395,169 |
|
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 National Association serves as collateral agent, collateral administrator and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. administrator. The Company amended the JPM Revolving Credit Facility on February 12, 2021, March 5, 2021, and June 25, 2021.2021, August 17, 2021, October 29, 2021 and February 15, 2022.
Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBORTerm SOFR plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 3.10%2.75% per annum.annum after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of June 30, 2021,March 31, 2022, the total commitments under the JPM Revolving Credit Facility were $750,000.$1,450,000. 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 $800,000.$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 monthsmonth extension of the maturity date with the consent of the administrative agent at such time.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV.
In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.
Costs of $6,197$9,782 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, outstanding deferred financing costs were $5,569$7,790 and $2,720, respectively.$7,260.
The below table presents the summary information of the JPM Revolving Credit Facility:
|
| For the Three Months Ended |
| For the Six Months Ended | ||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
| June 30, 2021 |
|
| June 30, 2020 | ||
Borrowing interest expense |
| $ | 3,760 |
|
| N/A |
| $ | 5,779 |
|
| N/A |
Facility fees |
|
| 262 |
|
| N/A |
|
| 458 |
|
| N/A |
Amortization of financing costs |
|
| 275 |
|
| N/A |
|
| 472 |
|
| N/A |
Total |
| $ | 4,297 |
|
| N/A |
| $ | 6,709 |
|
| N/A |
Weighted average interest rate |
|
| 3.35 | % |
| N/A |
|
| 3.35 | % |
| N/A |
Average outstanding balance |
| $ | 450,672 |
|
| N/A |
| $ | 347,423 |
|
| N/A |
|
|
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
Borrowing interest expense |
| $ | 8,901 |
|
| $ | 2,019 |
|
Facility fees |
|
| 507 |
|
|
| 196 |
|
Amortization of financing costs |
|
| 515 |
|
|
| 197 |
|
Total |
| $ | 9,923 |
|
| $ | 2,412 |
|
Weighted average interest rate |
|
| 3.19 | % |
|
| 3.37 | % |
Average outstanding balance |
| $ | 1,132,917 |
|
| $ | 243,028 |
|
38
7. COMMITMENTS AND CONTINGENCIES
Capital Commitments
The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||||||||||||||||||
|
| Capital Commitments |
|
| Unfunded Capital Commitments |
|
| % of Capital Commitments Funded |
|
| Capital Commitments |
|
| Unfunded Capital Commitments |
|
| % of Capital Commitments Funded |
| ||||||
Common Units |
| $ | 1,475,812 |
|
| $ | 737,906 |
|
|
| 50 | % |
| $ | 1,475,812 |
|
| $ | 848,592 |
|
|
| 43 | % |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
| Capital |
|
| Unfunded |
|
| % of Capital |
|
| Capital |
|
| Unfunded |
|
| % of Capital |
| ||||||
Common Units |
| $ | 1,475,812 |
|
| $ | 472,260 |
|
|
| 68 | % |
| $ | 1,475,812 |
|
| $ | 472,260 |
|
|
| 68 | % |
Portfolio Company Commitments
The Company may enter into investment commitments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of June 30, 2021,March 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:
|
| Unfunded Commitment Balances(1) |
| |||||
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||
1st Lien/Senior Secured Debt |
|
|
|
|
|
| ||
1272775 B.C. LTD. (dba Everest Clinical Research) |
| $ | 537 |
|
| $ | 1,059 |
|
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
|
| 3,419 |
|
|
| 3,694 |
|
Acquia, Inc. |
|
| 1,933 |
|
|
| 1,933 |
|
Apptio, Inc. |
|
| 462 |
|
|
| 462 |
|
AQ Helios Buyer, Inc. (dba SurePoint) |
|
| 10,937 |
|
|
| 12,903 |
|
Aria Systems, Inc. |
|
| 1,720 |
|
|
| 1,720 |
|
Assembly Intermediate LLC |
|
| 11,574 |
|
|
| 11,574 |
|
Bigchange Group Limited |
|
| 3,872 |
|
|
| 3,993 |
|
Broadway Technology, LLC |
|
| 1,010 |
|
|
| — |
|
BSI3 Menu Buyer, Inc (dba Kydia) |
|
| 1,924 |
|
|
| — |
|
Bullhorn, Inc. |
|
| 1,550 |
|
|
| 2,373 |
|
Businessolver.com, Inc. |
|
| 4,529 |
|
|
| 4,529 |
|
Capitol Imaging Acquisition Corp. |
|
| 9,170 |
|
|
| 9,170 |
|
CFS Management, LLC (dba Center for Sight Management) |
|
| 839 |
|
|
| 2,393 |
|
Checkmate Finance Merger Sub, LLC |
|
| 2,831 |
|
|
| 2,831 |
|
Chronicle Bidco Inc. (dba Lexitas) |
|
| 3,498 |
|
|
| 5,521 |
|
CivicPlus LLC |
|
| 3,217 |
|
|
| 3,217 |
|
CloudBees, Inc. |
|
| 11,620 |
|
|
| 11,620 |
|
Coding Solutions Acquisition, Inc. |
|
| 19,254 |
|
|
| — |
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
| — |
|
|
| 3,200 |
|
CORA Health Holdings Corp |
|
| 7,906 |
|
|
| 8,092 |
|
Cordeagle US Finco, Inc. (dba Condeco) |
|
| 2,238 |
|
|
| 10,460 |
|
CorePower Yoga LLC |
|
| 633 |
|
|
| 633 |
|
CST Buyer Company (dba Intoxalock) |
|
| 1,291 |
|
|
| 1,291 |
|
DECA Dental Holdings LLC |
|
| 6,208 |
|
|
| 6,208 |
|
Diligent Corporation |
|
| 3,503 |
|
|
| 7,508 |
|
Elemica Parent, Inc. |
|
| 277 |
|
|
| 207 |
|
Eptam Plastics, Ltd. |
|
| 887 |
|
|
| 409 |
|
ESO Solutions, Inc |
|
| 3,292 |
|
|
| 3,292 |
|
Experity, Inc. |
|
| 3,023 |
|
|
| 3,023 |
|
29
39
|
| Unfunded Commitment Balances(1) |
| |||||
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||
Fullsteam Operations LLC |
| $ | 6,253 |
|
| $ | 14,785 |
|
Gainsight, Inc. |
|
| 4,830 |
|
|
| 4,830 |
|
GHA Buyer Inc. (dba Cedar Gate) |
|
| 1,400 |
|
|
| 1,166 |
|
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
| 3,707 |
|
|
| 3,707 |
|
Governmentjobs.com, Inc. (dba NeoGov) |
|
| 17,506 |
|
|
| 17,506 |
|
GS AcquisitionCo, Inc. (dba Insightsoftware) |
|
| 3,546 |
|
|
| 3,889 |
|
HealthEdge Software, Inc. |
|
| 15,783 |
|
|
| 16,420 |
|
Helios Buyer, Inc. (dba Heartland) |
|
| 21,023 |
|
|
| 8,756 |
|
Honor HN Buyer, Inc |
|
| 11,635 |
|
|
| 16,415 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
| 1,858 |
|
|
| 2,186 |
|
LS Clinical Services Holdings, Inc (dba CATO) |
|
| 1,696 |
|
|
| 1,995 |
|
Millstone Medical Outsourcing, LLC |
|
| 1,932 |
|
|
| 1,932 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) |
|
| 5,374 |
|
|
| 4,702 |
|
MRI Software LLC |
|
| 7,306 |
|
|
| 1,143 |
|
NFM & J, L.P. (dba the Facilities Group) |
|
| 9,705 |
|
|
| 10,110 |
|
One GI LLC |
|
| 8,925 |
|
|
| 11,764 |
|
Pioneer Buyer I, LLC |
|
| 3,900 |
|
|
| 3,900 |
|
Pluralsight, Inc |
|
| 4,600 |
|
|
| 4,600 |
|
Premier Care Dental Management, LLC |
|
| 8,667 |
|
|
| 9,056 |
|
Premier Imaging, LLC (dba Lucid Health) |
|
| 7,941 |
|
|
| 10,270 |
|
Project Eagle Holdings, LLC (dba Exostar) |
|
| 3,418 |
|
|
| 3,418 |
|
Prophix Software Inc. (dba Pound Bidco) |
|
| 3,118 |
|
|
| 3,118 |
|
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
| 1,822 |
|
|
| 1,780 |
|
Purfoods, LLC |
|
| 6,150 |
|
|
| 6,150 |
|
Qualawash Holdings, LLC |
|
| 15,419 |
|
|
| - |
|
Riverpoint Medical, LLC |
|
| 1,806 |
|
|
| 1,806 |
|
Rodeo Buyer Company (dba Absorb Software) |
|
| 3,065 |
|
|
| 3,065 |
|
SpendMend, LLC |
|
| 6,741 |
|
|
| - |
|
StarCompliance Intermediate, LLC |
|
| 2,300 |
|
|
| 2,300 |
|
Sundance Group Holdings, Inc. (dba NetDocuments) |
|
| 14,632 |
|
|
| 14,333 |
|
Sunstar Insurance Group, LLC |
|
| 2,693 |
|
|
| 2,693 |
|
Superman Holdings, LLC (dba Foundation Software) |
|
| 5,134 |
|
|
| 5,134 |
|
Sweep Purchaser LLC |
|
| 4,801 |
|
|
| 6,190 |
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
| 10,065 |
|
|
| 7,249 |
|
Thrasio, LLC |
|
| 13,604 |
|
|
| 13,604 |
|
Total Vision LLC |
|
| 26,250 |
|
|
| 1,150 |
|
USN Opco LLC (dba Global Nephrology Solutions) |
|
| 2,812 |
|
|
| 3,339 |
|
Volt Bidco, Inc. (dba Power Factors) |
|
| 3,560 |
|
|
| 3,953 |
|
VRC Companies, LLC (dba Vital Records Control) |
|
| 3,297 |
|
|
| 3,455 |
|
WebPT, Inc. |
|
| 2,969 |
|
|
| 16,096 |
|
Wellness AcquisitionCo, Inc. (dba SPINS) |
|
| 6,100 |
|
|
| 2,400 |
|
WhiteWater Holding Company LLC |
|
| 6,827 |
|
|
| 8,688 |
|
WorkForce Software, LLC |
|
| 2,704 |
|
|
| - |
|
Zarya Intermediate, LLC (dba iOFFICE) |
|
| 6,145 |
|
|
| 6,145 |
|
Zodiac Intermediate, LLC (dba Zipari) |
|
| 7,000 |
|
|
| 7,000 |
|
Total 1st Lien/Senior Secured Debt |
| $ | 433,173 |
|
| $ | 395,513 |
|
Total |
| $ | 433,173 |
|
| $ | 395,513 |
|
|
|
|
| Unfunded Commitment Balances |
|
| Fair Value(2) |
| ||||||||||
|
| Commitment Expiration Date(1) |
| June 30, 2021 |
|
| December 31, 2020 |
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||||
1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
| 08/15/21 |
| $ | 1,930 |
|
| $ | 3,926 |
| $ |
| (29 | ) |
| $ | (128 | ) |
WebPT, Inc. |
| 08/28/21 |
|
| 1,588 |
|
|
| 1,588 |
|
|
| (32 | ) |
|
| (48 | ) |
Bullhorn, Inc. |
| 10/01/21 |
|
| 635 |
|
|
| 635 |
|
|
| (6 | ) |
|
| (10 | ) |
Zarya Intermediate, LLC (dba iOFFICE) |
| 10/27/21 |
|
| 24,843 |
|
| — |
|
|
| — |
|
| — |
| ||
HowlCO LLC (dba Lone Wolf) |
| 11/10/21 |
|
| 5,576 |
|
|
| — |
|
|
| (112 | ) |
|
| — |
|
GHA Buyer Inc. (dba Cedar Gate) |
| 12/14/21 |
|
| 175 |
|
|
| 175 |
|
|
| (3 | ) |
|
| (2 | ) |
FWR Holding Corporation (dba First Watch Restaurants) |
| 12/20/21 |
|
| 122 |
|
|
| 122 |
|
|
| (2 | ) |
|
| (4 | ) |
Elemica Parent, Inc. |
| 12/31/21 |
|
| 350 |
|
|
| 350 |
|
|
| (9 | ) |
|
| (11 | ) |
Diligent Corporation |
| 02/04/22 |
|
| 5,108 |
|
|
| 5,108 |
|
|
| 51 |
|
|
| (115 | ) |
MRI Software LLC |
| 02/10/22 |
|
| 7,950 |
|
|
| 22,200 |
|
|
| (20 | ) |
|
| (648 | ) |
MRI Software LLC |
| 02/10/22 |
|
| 469 |
|
|
| 469 |
|
|
| (1 | ) |
|
| (14 | ) |
Chronicle Bidco Inc. (dba Lexitas) |
| 04/23/22 |
|
| 8,406 |
|
|
| 5,646 |
|
|
| (126 | ) |
|
| (141 | ) |
Thrasio, LLC |
| 06/18/22 |
|
| 6,447 |
|
| — |
|
|
| — |
|
| — |
| ||
Purfoods, LLC |
| 08/12/22 |
|
| 8,200 |
|
|
| 16,400 |
|
|
| — |
|
|
| (246 | ) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
| 09/10/22 |
|
| 2,759 |
|
| — |
|
|
| (62 | ) |
| — |
| ||
USN Opco LLC (dba Global Nephrology Solutions) |
| 12/21/22 |
|
| 7,032 |
|
|
| 7,032 |
|
|
| (70 | ) |
|
| (70 | ) |
Aria Systems, Inc. |
| 12/30/22 |
|
| 3,780 |
|
| — |
|
|
| — |
|
| — |
| ||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
| 01/27/23 |
|
| 1,028 |
|
| — |
|
|
| (28 | ) |
| — |
| ||
Sweep Purchaser LLC |
| 02/12/23 |
|
| 5,075 |
|
| — |
|
|
| (51 | ) |
| — |
| ||
Sunstar Insurance Group, LLC |
| 03/31/23 |
|
| 340 |
|
| — |
|
|
| (3 | ) |
| — |
| ||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
| 04/21/23 |
|
| 3,460 |
|
| — |
|
|
| (95 | ) |
| — |
| ||
CORA Health Holdings Corp |
| 06/15/23 |
|
| 8,092 |
|
| — |
|
|
| (121 | ) |
| — |
| ||
PT Intermediate Holdings III, LLC (dba Parts Town) |
| 06/29/23 |
|
| 2,219 |
|
| — |
|
|
| (28 | ) |
| — |
| ||
Sundance Group Holdings, Inc. (dba NetDocuments) |
| 07/02/23 |
|
| 11,111 |
|
| — |
|
|
| (86 | ) |
| — |
| ||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
| 05/24/24 |
|
| 400 |
|
|
| 750 |
|
|
| (3 | ) |
|
| (6 | ) |
WebPT, Inc. |
| 08/28/24 |
|
| 926 |
|
|
| 926 |
|
|
| (19 | ) |
|
| (28 | ) |
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) |
| 11/15/24 |
|
| 2,702 |
|
| — |
|
|
| (47 | ) |
| — |
| ||
Apptio, Inc. |
| 01/10/25 |
|
| 462 |
|
|
| 769 |
|
|
| — |
|
|
| (12 | ) |
ConnectWise, LLC |
| 02/28/25 |
|
| 1,441 |
|
|
| 1,152 |
|
|
| (11 | ) |
|
| (12 | ) |
Mailgun Technologies, Inc. |
| 03/26/25 |
|
| 1,263 |
|
|
| 1,263 |
|
|
| — |
|
|
| — |
|
CorePower Yoga LLC |
| 05/14/25 |
|
| 633 |
|
| — |
|
|
| (101 | ) |
| — |
| ||
Riverpoint Medical, LLC |
| 06/21/25 |
|
| 1,806 |
|
|
| 1,806 |
|
|
| — |
|
|
| (45 | ) |
GHA Buyer Inc. (dba Cedar Gate) |
| 06/24/25 |
|
| 1,749 |
|
|
| 1,749 |
|
|
| (35 | ) |
|
| (35 | ) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
| 07/09/25 |
|
| 2,186 |
|
|
| 2,186 |
|
|
| (87 | ) |
|
| (142 | ) |
WorkForce Software, LLC |
| 07/31/25 |
|
| 980 |
|
|
| 980 |
|
|
| (15 | ) |
|
| (15 | ) |
Diligent Corporation |
| 08/04/25 |
|
| 3,503 |
|
|
| 1,684 |
|
|
| 35 |
|
|
| (38 | ) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
| 08/15/25 |
|
| 2,361 |
|
|
| 2,361 |
|
|
| (35 | ) |
|
| (77 | ) |
Elemica Parent, Inc. |
| 09/18/25 |
|
| 189 |
|
|
| 84 |
|
|
| (5 | ) |
|
| (3 | ) |
CST Buyer Company (dba Intoxalock) |
| 10/03/25 |
|
| 1,291 |
|
|
| 1,291 |
|
|
| (13 | ) |
|
| (29 | ) |
Acquia, Inc. |
| 10/31/25 |
|
| 1,779 |
|
|
| 1,933 |
|
|
| (27 | ) |
|
| (34 | ) |
Chronicle Bidco Inc. (dba Lexitas) |
| 11/14/25 |
|
| 1,320 |
|
|
| 1,320 |
|
|
| (20 | ) |
|
| (33 | ) |
Eptam Plastics, Ltd. |
| 12/06/25 |
|
| 1,092 |
|
|
| 136 |
|
|
| (19 | ) |
|
| (3 | ) |
One GI LLC |
| 12/22/25 |
|
| 2,300 |
|
|
| 2,300 |
|
|
| (40 | ) |
|
| (46 | ) |
Zodiac Intermediate, LLC (dba Zipari) |
| 12/22/25 |
|
| 7,000 |
|
|
| 7,000 |
|
|
| (175 | ) |
|
| (186 | ) |
Prophix Software Inc.(dba Pound Bidco) |
| 01/30/26 |
|
| 3,118 |
|
| — |
|
|
| (62 | ) |
| — |
| ||
Governmentjobs.com, Inc. (dba NeoGov) |
| 02/05/26 |
|
| 4,149 |
|
|
| 4,150 |
|
|
| (62 | ) |
|
| (83 | ) |
MRI Software LLC |
| 02/10/26 |
|
| 1,143 |
|
|
| 1,143 |
|
|
| (3 | ) |
|
| (33 | ) |
Instructure Holdings |
| 03/24/26 |
|
| 3,690 |
|
|
| 3,690 |
|
|
| (28 | ) |
|
| (37 | ) |
Project Eagle Holdings, LLC (dba Exostar) |
| 07/06/26 |
|
| 3,418 |
|
|
| 3,418 |
|
|
| — |
|
|
| (77 | ) |
Superman Holdings, LLC (dba Foundation Software) |
| 08/31/26 |
|
| 5,134 |
|
|
| 5,134 |
|
|
| — |
|
|
| (128 | ) |
Bullhorn, Inc. |
| 09/30/26 |
|
| 693 |
|
|
| 693 |
|
|
| (7 | ) |
|
| (10 | ) |
Sunstar Insurance Group, LLC |
| 10/09/26 |
|
| 2,496 |
|
|
| 2,496 |
|
|
| (25 | ) |
|
| (50 | ) |
1272775 B.C. LTD. (dba Everest Clinical Research) |
| 11/06/26 |
|
| 1,059 |
|
|
| 1,160 |
|
|
| (16 | ) |
|
| (17 | ) |
Sweep Purchaser LLC |
| 11/30/26 |
|
| 3,781 |
|
|
| 4,201 |
|
|
| (38 | ) |
|
| (84 | ) |
Blacksmith Applications, Inc. |
| 12/02/26 |
|
| 1,900 |
|
|
| 1,900 |
|
|
| (28 | ) |
|
| (43 | ) |
Helios Buyer, Inc. (dba Heartland) |
| 12/15/26 |
|
| 1,090 |
|
|
| 2,097 |
|
|
| (11 | ) |
|
| (42 | ) |
USN Opco LLC (dba Global Nephrology Solutions) |
| 12/21/26 |
|
| 2,812 |
|
|
| 2,812 |
|
|
| (28 | ) |
|
| (56 | ) |
StarCompliance Intermediate, LLC |
| 01/12/27 |
|
| 2,300 |
|
| — |
|
|
| (46 | ) |
| — |
| ||
Wellness AcquisitionCo, Inc. (dba SPINS) |
| 01/20/27 |
|
| 2,400 |
|
| — |
|
|
| (48 | ) |
| — |
| ||
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
| 01/29/27 |
|
| 2,337 |
|
| — |
|
|
| (64 | ) |
| — |
| ||
30
Table of ContentsContingencies
|
|
|
|
|
Unfunded Commitment Balances |
|
|
| Fair Value(2) |
| ||||||||
|
| Commitment Expiration Date(1) |
|
| June 30, 2021 |
|
| December 31, 2020 |
|
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
| 03/10/27 |
| $ | 935 |
| $ | — |
|
| $ | (21 | ) | $ | — |
| ||
Pluralsight, Inc |
| 04/06/27 |
|
| 4,600 |
|
| — |
|
|
| (92 | ) |
| — |
| ||
ESO Solutions, Inc |
| 05/03/27 |
|
| 8,467 |
|
| — |
|
|
| — |
|
| — |
| ||
ESO Solutions, Inc |
| 05/03/27 |
|
| 3,292 |
|
| — |
|
|
| (66 | ) |
| — |
| ||
Rodeo Buyer Company (dba Absorb Software) |
| 05/25/27 |
|
| 3,065 |
|
| — |
|
|
| (61 | ) |
| — |
| ||
Zarya Intermediate, LLC (dba iOFFICE) |
| 07/01/27 |
|
| 31,615 |
|
| — |
|
|
| — |
|
| — |
| ||
Zarya Intermediate, LLC (dba iOFFICE) |
| 07/01/27 |
|
| 3,463 |
|
| — |
|
|
| — |
|
| — |
| ||
Zarya Intermediate, LLC (dba iOFFICE) |
| 07/01/27 |
|
| 2,612 |
|
| — |
|
|
| — |
|
| — |
| ||
Sundance Group Holdings, Inc. (dba NetDocuments) |
| 07/02/27 |
|
| 36,748 |
|
| — |
|
|
| — |
|
| — |
| ||
Sundance Group Holdings, Inc. (dba NetDocuments) |
| 07/02/27 |
|
| 4,410 |
|
| — |
|
|
| — |
|
| — |
| ||
One GI LLC |
| 6/22/2021 |
| — |
|
|
| 20,004 |
|
| — |
|
|
| (200 | ) | ||
GS AcquisitionCo, Inc. (dba Insightsoftware) |
| 12/2/2021 |
| — |
|
|
| 3,752 |
|
| — |
|
|
| (28 | ) | ||
Eptam Plastics, Ltd. |
| 12/6/2021 |
| — |
|
|
| 2,729 |
|
| — |
|
|
| (55 | ) | ||
Elemica Parent, Inc. |
| 12/15/2021 |
| — |
|
|
| 1,396 |
|
| — |
|
|
| (42 | ) | ||
Helios Buyer, Inc. (dba Heartland) |
| 6/15/2022 |
| — |
|
|
| 7,390 |
|
| — |
|
|
| (37 | ) | ||
Thrasio, LLC |
| 6/18/2022 |
| — |
|
|
| 9,250 |
|
| — |
|
|
| (116 | ) | ||
Villa Bidco Inc (dba Authority Brands) |
| 9/12/2022 |
| — |
|
|
| 6,843 |
|
| — |
|
|
| (137 | ) | ||
Sunstar Insurance Group, LLC |
| 10/9/2022 |
| — |
|
|
| 7,736 |
|
| — |
|
|
| (155 | ) | ||
Sweep Purchaser LLC |
| 11/30/2022 |
| — |
|
|
| 8,403 |
|
| — |
|
|
| (84 | ) | ||
Villa Bidco Inc (dba Authority Brands) |
| 3/21/2025 |
| — |
|
|
| 1,374 |
|
| — |
|
|
| (27 | ) | ||
Capitol Imaging Acquisition Corp. |
| 10/1/2025 |
| — |
|
|
| 8,024 |
|
| — |
|
|
| (160 | ) | ||
Granicus, Inc. |
| 8/21/2026 |
| — |
|
|
| 2,183 |
|
| — |
|
|
| (44 | ) | ||
Wellness AcquisitionCo, Inc. (dba SPINS) |
| 1/20/2027 |
| — |
|
|
| 2,352 |
|
| — |
|
|
| — |
| ||
Wellness AcquisitionCo, Inc. (dba SPINS) |
| 1/20/2027 |
| — |
|
|
| 18,228 |
|
| — |
|
|
| — |
| ||
Total 1st Lien/Senior Secured Debt |
|
|
| $ | 292,805 |
|
| $ | 225,899 |
|
| $ | (2,156 | ) |
| $ | (3,926 | ) |
Total |
|
|
| $ | 292,805 |
|
| $ | 225,899 |
|
| $ | (2,156 | ) |
| $ | (3,926 | ) |
|
|
|
|
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.
|
|
Capital Drawdowns
The following table summarizes the total Units issued and proceeds related to capital drawdowns:
Unit Issue Date |
| Units Issued |
|
| Proceeds Received |
| ||
For the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
June 28, 2021 |
|
| 1,126,459 |
|
| $ | 110,686 |
|
Total capital drawdowns |
|
| 1,126,459 |
|
| $ | 110,686 |
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
January 29, 2020 |
|
| 509,491 |
|
| $ | 50,226 |
|
March 30, 2020 |
|
| 1,246,165 |
|
|
| 124,445 |
|
April 24, 2020 |
|
| 312,920 |
|
|
| 28,892 |
|
Total capital drawdowns |
|
| 2,068,576 |
|
| $ | 203,563 |
|
3140
8. MEMBERS’ CAPITAL
Capital Drawdowns
The Company did not issue a capital drawdown for the three months ended March 31, 2022 and 2021.
Distributions
The following table reflects the distributions declared on the Company’s common Units:
Date Declared |
| Record Date |
| Payment Date |
| Amount Per Unit |
|
| Record Date |
| Payment Date |
| Amount Per Unit |
| ||
For the Six Months Ended June 30, 2021 |
| |||||||||||||||
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2022 |
| ||||||||||||||
March 2, 2022 |
| April 4, 2022 |
| April 29, 2022 |
| $ | 2.90 |
| ||||||||
For the Three Months Ended March 31, 2021 | For the Three Months Ended March 31, 2021 |
|
|
|
|
| ||||||||||
February 24, 2021 |
| April 5, 2021 |
| April 29, 2021 |
| $ | 2.82 |
|
| April 5, 2021 |
| April 29, 2021 |
| $ | 2.82 |
|
May 5, 2021 |
| July 5, 2021 |
| July 30, 2021 |
| $ | 2.64 |
| ||||||||
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
| ||
February 19, 2020 |
| April 3, 2020 |
| April 29, 2020 |
| $ | 1.44 |
|
May 5, 2020 |
| July 6, 2020 |
| July 31, 2020 |
| $ | 1.67 |
|
|
|
9. EARNINGS PER UNIT
The following information sets forth the computation of basic and diluted earnings (loss) per unit:
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
Net increase (decrease) in Members’ Capital from operations |
| $ | 19,482 |
|
| $ | 16,812 |
|
| $ | 36,599 |
|
| $ | (10,222 | ) |
Weighted average Units outstanding |
|
| 6,464,651 |
|
|
| 4,302,763 |
|
|
| 6,446,186 |
|
|
| 3,498,076 |
|
Basic and diluted earnings (loss) per unit |
| $ | 3.01 |
|
| $ | 3.91 |
|
| $ | 5.68 |
|
| $ | (2.92 | ) |
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, |
| ||
Net increase in Members’ Capital from operations |
| $ | 22,627 |
|
| $ | 17,117 |
|
Weighted average Units outstanding |
|
| 10,296,662 |
|
|
| 6,427,515 |
|
Basic and diluted earnings per unit |
| $ | 2.20 |
|
| $ | 2.66 |
|
Diluted earnings (loss) per unit equal basic earnings (loss) per unit because there were no common unit equivalents outstanding during the period presented.
|
|
10. FINANCIAL HIGHLIGHTS
The below table presents the schedule of financial highlights of the Company:
|
| For the Six Months Ended |
|
| For the Three Months Ended |
| ||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||||
Per Unit Data:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
NAV, beginning of period |
| $ | 95.37 |
|
| $ | 98.53 |
|
| $ | 95.68 |
|
| $ | 95.37 |
|
Net investment income (loss) |
|
| 4.07 |
|
|
| 3.63 |
| ||||||||
Net investment income |
| 2.51 |
|
|
| 1.67 |
| |||||||||
Net realized and unrealized gains (losses)(2) |
|
| 1.63 |
|
|
| (5.91 | ) |
| (0.30 | ) |
|
| 0.99 |
| |
Income tax provision, realized and unrealized gains |
|
| - |
|
|
| - |
|
|
| (0.02 | ) |
|
| 0.01 |
|
Net increase (decrease) in net assets from operations(2) |
| $ | 5.70 |
|
| $ | (2.28 | ) | ||||||||
Distributions declared from net investment income |
|
| (2.82 | ) |
|
| (1.44 | ) | ||||||||
Total increase (decrease) in net assets |
| $ | 2.88 |
|
| $ | (3.72 | ) | ||||||||
Net increase in net assets from operations(2) |
| $ | 2.19 |
|
| $ | 2.67 |
| ||||||||
Total increase in net assets |
| $ | 2.19 |
|
| $ | 2.67 |
| ||||||||
NAV, end of period |
| $ | 98.25 |
|
| $ | 94.81 |
|
| $ | 97.87 |
|
| $ | 98.04 |
|
Units outstanding, end of period |
|
| 7,553,974 |
|
|
| 4,381,853 |
|
| 10,296,662 |
|
|
| 6,427,515 |
| |
Weighted average units outstanding |
|
| 6,446,186 |
|
|
| 3,498,076 |
|
| 10,296,662 |
|
|
| 6,427,515 |
| |
Total return based on NAV(3) |
|
| 5.98 | % |
|
| (2.31) | % |
| 2.29 | % |
|
| 2.80 | % | |
Supplemental Data/Ratio (4): |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Members’ Capital, end of period |
| $ | 742,211 |
|
| $ | 415,422 |
|
| $ | 1,007,775 |
|
| $ | 630,137 |
|
Ratio of net expenses to average Members’ Capital |
|
| 8.43 | % |
|
| 4.87 | % |
| 7.32 | % |
|
| 7.32 | % | |
Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital |
|
| 2.25 | % |
|
| 2.39 | % |
| 1.98 | % |
|
| 2.26 | % | |
Ratio of interest and other debt expenses to average Members’ Capital |
|
| 4.31 | % |
|
| 2.49 | % |
| 4.94 | % |
|
| 3.88 | % | |
Ratio of incentive fees to average Members’ Capital |
|
| 1.87 | % |
| —% |
|
| 0.40 | % |
|
| 1.18 | % | ||
Ratio of total expenses to average Members’ Capital |
|
| 8.43 | % |
|
| 4.87 | % |
| 7.32 | % |
|
| 7.32 | % | |
Ratio of net investment income to average Members’ Capital |
|
| 10.33 | % |
|
| 7.96 | % |
| 11.76 | % |
|
| 10.62 | % | |
Portfolio turnover |
|
| 13 | % |
|
| 5 | % |
| 1 | % |
|
| 8 | % | |
|
|
|
|
|
|
|
|
3241
11. SUBSEQUENT EVENTS
|
|
Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
On July 30, 2021, the Company paid net investment income distribution for the period April 1, 2021 to June 30, 2021 of $19,915, or $2.64 per unit to Unitholders of record as of July 5, 2021.
On August 4, 2021,May 3, 2022, the Board of Directors declared a distribution equal to an amount up to the Company’sCompany's taxable earnings per unit, including net investment income (if positive) for the period JulyApril 1, 20212022 through SeptemberJune 30, 2021,2022, payable on or about OctoberJuly 28, 20212022 to Unitholders of record as of OctoberJuly 5, 2021.2022.
On May 5, 2022, the Company entered into an amendment to the MUFG Revolving Credit Facility. The amendment, among other things (i) extended the maturity to May 5, 2023; (ii) increased the Applicable Margin (as defined in the Amended and Restated Loan and Security Agreement) from 2.15% to 2.25% and (iii) replaced the LIBOR Rate with Term SOFR plus an adjustment as the interest rate benchmark with respect to loans denominated in U.S. dollars.
3342
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit II LLC, unless otherwise specified. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group“GS Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2019. From our commencement of investment operations on April 11, 2019 through June 30, 2021,March 31, 2022, we have originated $2.09$3.46 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranchesuch loan. In a number of instances, we may find another lender to provide the “first out” portion of sucha unitranche loan andwhile we retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder overas compared to the “last out” portion that we would continue to hold. In exchange for thetaking greater risk of loss, the “last out” portion generally earns a higher interest rate than our “first out” portion.portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company. We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to another asset, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholders at least 60 days prior to any change to the 80% investment policy described above.
We may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as the Company) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.
43
We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.
While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.
For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages,” Advantages” in our annual report on Form 10-K for the year ended December 31, 2020.2021.
34
Impact of COVID-19 Pandemic
During the second quarter of 2021, the economic recovery gained significant traction in countries in which comprehensive vaccination programs have led to the lifting of health and safety restrictions, such as the U.S. and China. However, other countries encountered more challenging circumstances as a result of slower distribution of vaccines and the spread of new variants, most notably the Delta variant. The extent to which the COVID-19 pandemic will continue to affect our business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating results will depend on future developments, such as the speed and extent of further vaccine distribution and the impact of the Delta variant or other variants that might arise, which are highly uncertain and cannot be predicted.
Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles. Given the unprecedented naturepersistence of COVID-19 and the difficulty in predicting future government responses and restrictions, the operating environmentnext phase of the pandemic, our portfolio companies is evolving rapidly. Business disruption experiencedcontinue to face an uncertain operating environment. While the spread of the Omicron variant had waned considerably in many parts of the world by the end of the first quarter of 2022, some countries (most notably China) faced more challenging circumstances in trying to contain a surge in infections. Recovery from the economic effects of COVID-19 has continued to progress, but the possibility exists that our portfolio companies could encounter new or worsening business disruptions that may reduce, over time, the amount of interest and dividend income that we receive from our investments companies and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our Unitholders. As a result, we may be required to reduce the future amount of distributions to our Unitholders. The potential exists forglobal economy remains vulnerable to the Delta variant or otherrisk that new variants to impede the global economic recoveryof COVID-19 could emerge, and we continue to closely monitor our exposures to industries that would be most negatively impacted by a resurgence inif the COVID-19 pandemic.
Goldman Sachs has continuedpandemic were to successfully execute on its Business Continuity Planning (the “BCP”) strategy since initially activating it in the first quarter of 2020. Goldman Sachs’ priority has been to safeguard its employees and to ensure continuity of business operations. Goldman Sachs has a central team that continues to manage its COVID-19 response, which is led by its chief administrative officer and chief medical officer. Given the geographic variation in the spread of, and responses to, COVID-19, Goldman Sachs’ approach to transitioning employees back to the office is tailored to the circumstances of each location, and it evolves as the specific conditions and requirements of each location change. Going forward, Goldman Sachs will look to re-open more locations consistent with the local health and safety guidelines of each city in which it operates. Our systems and infrastructure have continued to support our business operations. We have maintained regular and active communication across senior management, the rest of our private credit group and our Board of Directors. Furthermore, we have ongoing dialogues with our vendors to ensure they continue to meet our criteria for business continuity. intensify.
For further information about the risks associated with COVID-19, see “—Item“Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020.2021.
Impact of Russian Invasion of Ukraine
The Russian invasion of Ukraine has negatively affected the global economy and has resulted in significant disruptions in financial markets and increased macroeconomic uncertainty. In addition, governments around the world have responded to Russia’s invasion by imposing economic sanctions and export controls on certain industry sectors, companies and individuals in or associated with Russia. Russia has imposed its own restrictions against investors and countries outside Russia and has proposed additional measures aimed at non-Russian-owned businesses. Businesses in the U.S. and globally have experienced shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative effects of the war on the global economy. The escalation or continuation of the war between Russia and Ukraine or other hostilities presents heightened risks relating to cyber-attacks, the frequency and volume of failures to settle securities transactions, supply chain disruptions, inflation, as well as the potential for increased volatility in commodity, currency and other financial markets. The extent and duration of the war, sanctions and resulting market disruptions, as well as the potential adverse consequences for our portfolio companies are difficult to predict.
KEY COMPONENTS OF OPERATIONS
Investments
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.
44
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 revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (including GS BDC and GS PMMC, 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.
35
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of 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:
•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”) (including expenses of any independent valuation firm);
• legal, auditing or accounting expenses;
• taxes or governmental fees;
• the fees and expenses of our administrator, transfer agent, or sub-transfer agent;
• the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of our Units;
• the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;
• the fees and expenses of our directors who are not affiliated with our Investment Adviser;
• the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;
• costs of holding Unitholder meetings;
45
• 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 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, 2021March 31, 2022 and December 31, 2020,2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities)Facility) was 180%168% and 212%174%. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such
36
transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio (excluding investments in money market funds, if any) consisted of the following:
|
| As of |
|
| As of |
| |||||||||||||||||||||||||||
|
| June 30, 2021 | December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| |||||||||||||||||||||||
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
| |||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| |||||||||||||||||||||||||||
First Lien/Senior Secured Debt |
| $ | 1,507.08 |
|
| $ | 1,503.43 |
|
| $ | 1,167.69 |
|
| $ | 1,154.97 |
|
| $ | 2,388.71 |
| $ | 2,386.51 |
|
| $ | 2,243.25 |
| $ | 2,243.66 |
| |||
Second Lien/Senior Secured Debt |
|
| 15.74 |
|
|
| 15.44 |
|
|
| — |
|
|
| — |
|
| 15.38 |
| 13.87 |
| 15.38 |
| 14.59 |
| ||||||||
Preferred Stock |
|
| 11.65 |
|
|
| 12.22 |
|
|
| 3.65 |
|
|
| 3.72 |
|
| 39.73 |
| 40.56 |
| 39.73 |
| 40.78 |
| ||||||||
Common Stock |
|
| 2.30 |
|
|
| 3.72 |
|
|
| — |
|
|
| 0.36 |
|
| 8.54 |
| 10.08 |
| 8.54 |
| 10.34 |
| ||||||||
Total Investments |
| $ | 1,536.77 |
|
| $ | 1,534.81 |
|
| $ | 1,171.34 |
|
| $ | 1,159.05 |
| |||||||||||||||||
Warrants |
|
| 1.67 |
|
|
| 1.97 |
|
|
| 1.67 |
|
|
| 1.67 |
| |||||||||||||||||
Total investments |
| $ | 2,454.03 |
|
| $ | 2,452.99 |
|
| $ | 2,308.57 |
|
| $ | 2,311.04 |
| |||||||||||||||||
The weighted average of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||||
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized Cost |
|
| Fair Value |
|
| Amortized |
|
| Fair Value |
|
| Amortized |
|
| Fair Value |
| ||||||||
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
First Lien/Senior Secured Debt(2) |
|
| 7.9 | % |
|
| 8.0 | % |
|
| 8.0 | % |
|
| 8.3 | % |
| 7.7 | % |
| 7.7 | % |
| 7.7 | % |
| 7.6 | % | ||||
Second Lien/Senior Secured Debt(2) |
|
| 9.3 |
|
|
| 9.9 |
|
|
| — |
|
|
| — |
|
| 9.3 |
| 13.0 |
| 9.3 |
| 11.1 |
| |||||||
Preferred Stock(3) |
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
| — |
| — |
| — |
| — |
| |||||||
Common Stock(3) |
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
|
| 0.0 |
|
| — |
| — |
| — |
| — |
| |||||||
Warrants(3) |
| — |
| — |
| — |
| — |
| |||||||||||||||||||||||
Total Portfolio |
|
| 7.9 | % |
|
| 8.0 | % |
|
| 8.0 | % |
|
| 8.3 | % |
| 7.6 | % |
| 7.6 | % |
| 7.5 | % |
| 7.5 | % | ||||
(1) The weighted average yield of our portfolio does not represent the total return to our Unitholders. 46 |
|
|
|
|
|
As
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
|
| As of |
|
| As of |
| ||||||||||||
|
| June 30, 2021 |
| December 31, 2020 |
|
| March 31, |
| December 31, |
| ||||||||
Number of portfolio companies |
|
|
| 63 |
|
|
| 55 |
|
| 87 |
| 83 |
| ||||
Percentage of performing debt bearing a floating rate(1) |
|
|
| 100.0 | % |
|
| 100.0 | % |
| 100.0 | % |
| 100.0 | % | |||
Percentage of performing debt bearing a fixed rate(1)(2) |
|
| —% |
|
| —% |
|
| —% |
|
| —% |
| |||||
Weighted average leverage (net debt/EBITDA)(3) |
|
| 5.4x |
|
| 5.5x |
|
| 5.8x |
|
| 6.1x |
| |||||
Weighted average interest coverage(3) |
|
| 2.7x |
|
| 2.5x |
|
| 2.6x |
|
| 2.5x |
| |||||
Median EBITDA(3) |
| $ |
| 34.60 million |
| $ | 30.51 million |
|
| $ | 41.40 million |
| $ | 39.42 million |
| |||
(1) | Measured on a fair value basis. Excludes investments, if any, placed on non-accrual. |
(2) | Includes income producing preferred stock investments, if applicable. |
(3) | For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. | |
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. | |
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. | |
As of March 31, 2022 and December 31, 2021, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 35.1% and 37.3% of total debt investments at fair value. |
37
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, 2021 and December 31, 2020, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 27.2% and 28.7% 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.
Our Investment Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
• Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;
• Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;
47
• Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and
• Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.
Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:
|
| As of |
| |||||||||||||
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||||||||||
Investment Performance Rating |
| Fair Value |
|
| Percentage of Total |
|
| Fair Value |
|
| Percentage of Total |
| ||||
|
| (in millions) |
|
|
|
|
|
| (in millions) |
|
|
|
|
| ||
Grade 1 |
| $ | 7.01 |
|
|
| 0.5 | % |
| $ | 52.42 |
|
|
| 4.5 | % |
Grade 2 |
|
| 1,493.90 |
|
|
| 97.3 |
|
|
| 1,039.46 |
|
|
| 89.7 |
|
Grade 3 |
|
| 33.90 |
|
|
| 2.2 |
|
|
| 67.17 |
|
|
| 5.8 |
|
Grade 4 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total Investments |
| $ | 1,534.81 |
|
|
| 100.0 | % |
| $ | 1,159.05 |
|
|
| 100.0 | % |
38
|
| As of |
| |||||||||||||
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||
Investment Performance Rating |
| Fair Value |
|
| Percentage of |
|
| Fair Value |
|
| Percentage of |
| ||||
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| ||||
Grade 1 |
| $ | — |
|
|
| 0.0 | % |
| $ | — |
|
|
| 0.0 | % |
Grade 2 |
|
| 2,370.89 |
|
|
| 96.7 |
|
|
| 2,272.76 |
|
|
| 98.4 |
|
Grade 3 |
|
| 46.54 |
|
|
| 1.9 |
|
|
| 7.55 |
|
|
| 0.3 |
|
Grade 4 |
|
| 35.56 |
|
|
| 1.4 |
|
|
| 30.73 |
|
|
| 1.3 |
|
Total Investments |
| $ | 2,452.99 |
|
|
| 100.0 | % |
| $ | 2,311.04 |
|
|
| 100.0 | % |
The decrease in investments with a grade 1 investment performance rating as of June 30, 2021 compared to December 31, 2020 was primarily driven by the repayment of investments with an aggregate fair value of $52.42 million, partially offset by an investment with fair value of $7.01 million being upgraded due to potential exit. The decreaseincrease in investments with grade 3 investment performance rating as of June 30, 2021March 31, 2022 compared to December 31, 20202021 was primarily driven by investments with an aggregatea fair value of $26.00$41.74 million being upgraded todowngraded from grade 2 due to financial improvement and an investment with fair value of $7.01 being upgraded to grade 1 due to potential exit.underperformance.
The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):
| As of |
|
| As of |
| ||||||||||||||||||||||||||||
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, 2022 |
|
| December 31, 2021 |
| |||||||||||||||||||||
|
| Amortized Cost |
|
| Percentage of Total |
|
| Amortized Cost |
|
| Percentage of Total |
|
| Amortized Cost |
|
| Percentage of |
|
| Amortized Cost |
|
| Percentage of |
| |||||||||
|
| (in millions) |
|
|
|
|
|
| (in millions) |
|
|
|
|
|
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| |||||||
Performing |
| $ | 1,536.77 |
|
|
| 100.0 | % |
| $ | 1,171.34 |
|
|
| 100.0 | % |
| $ | 2,415.70 |
| 98.4 | % |
| $ | 2,270.24 |
| 98.3 | % | |||||
Non-accrual |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 38.33 |
|
| 1.6 |
|
|
| 38.33 |
|
|
| 1.7 |
| ||
Total Investments |
| $ | 1,536.77 |
|
|
| 100.0 | % |
| $ | 1,171.34 |
|
|
| 100.0 | % |
| $ | 2,454.03 |
|
|
| 100.0 | % |
| $ | 2,308.57 |
|
|
| 100.0 | % | |
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
48
The following table shows our investment activity by investment type(1)(1):
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
|
| ($ in millions) |
| |||||
Amount of investments committed at cost: |
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 185.73 |
|
| $ | 225.27 |
|
Preferred Stock |
|
| — |
|
|
| 3.72 |
|
Common Stock |
|
| — |
|
|
| 2.30 |
|
Total |
| $ | 185.73 |
|
| $ | 231.29 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 3.41 |
|
| $ | 100.74 |
|
Total |
| $ | 3.41 |
|
| $ | 100.74 |
|
Net increase (decrease) in portfolio |
| $ | 182.32 |
|
| $ | 130.55 |
|
Number of new portfolio companies with new investment commitments |
|
| 4 |
|
|
| 6 |
|
Total new investment commitment amount in new portfolio companies |
| $ | 102.78 |
|
| $ | 165.93 |
|
Average new investment commitment amount in new portfolio companies |
| $ | 25.70 |
|
| $ | 27.66 |
|
Number of existing portfolio companies with new investment commitments |
|
| 13 |
|
|
| 6 |
|
Total new investment commitment amount in existing portfolio companies |
| $ | 82.95 |
|
| $ | 65.36 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
| 5.0 |
|
|
| 5.0 |
|
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) |
|
| 7.3 | % |
|
| 7.7 | % |
Weighted average yield on new investment commitments(5) |
|
| 7.3 | % |
|
| 7.5 | % |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
| 7.1 | % |
|
| 7.6 | % |
Weighted average yield on investments sold or repaid(7) |
|
| 7.1 | % |
|
| 7.6 | % |
|
| For the Three Months Ended |
| |||||
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||
|
| ($ in millions) |
| |||||
Amount of investments committed at cost: |
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt |
| $ | 350.27 |
|
| $ | 104.47 |
|
Second Lien/Senior Secured Debt |
|
| 15.73 |
|
|
| — |
|
Preferred Stock |
|
| 4.29 |
|
|
| — |
|
Total |
| $ | 370.29 |
|
| $ | 104.47 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt |
| $ | 64.96 |
|
| $ | 4.57 |
|
Total |
| $ | 64.96 |
|
| $ | 4.57 |
|
Net increase (decrease) in portfolio |
| $ | 305.33 |
|
| $ | 99.90 |
|
Number of new portfolio companies with new investment commitments |
|
| 8 |
|
|
| 4 |
|
Total new investment commitment amount in new portfolio companies |
| $ | 295.62 |
|
| $ | 104.44 |
|
Average new investment commitment amount in new portfolio companies |
| $ | 36.95 |
|
| $ | 26.11 |
|
Number of existing portfolio companies with new investment commitments |
|
| 9 |
|
|
| 1 |
|
Total new investment commitment amount in existing portfolio companies |
| $ | 74.68 |
|
| $ | 0.03 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
| 5.5 |
|
|
| 5.5 |
|
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) |
|
| 8.1 | % |
|
| 9.2 | % |
Weighted average yield on new investment commitments(5) |
|
| 8.0 | % |
|
| 9.2 | % |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
| 7.0 | % |
|
| 7.0 | % |
Weighted average yield on investments sold or repaid(7) |
|
| 7.0 | % |
|
| 7.0 | % |
|
|
|
|
|
|
|
|
|
|
39
49
|
|
|
|
RESULTS OF OPERATIONS
Our operating results were as follows:
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
|
| ($ in millions) |
| |||||||||||||
Total investment income |
| $ | 30.94 |
|
| $ | 11.12 |
|
| $ | 58.42 |
|
| $ | 20.88 |
|
Net expenses |
|
| (15.43 | ) |
|
| (3.86 | ) |
|
| (32.20 | ) |
|
| (8.19 | ) |
Net investment income |
|
| 15.51 |
|
|
| 7.26 |
|
|
| 26.22 |
|
|
| 12.69 |
|
Net realized gain (loss) on investments |
|
| 0.03 |
|
|
| — |
|
|
| 0.03 |
|
|
| — |
|
Net realized gain (loss) on foreign currency transactions |
|
| — | (1) |
|
| — |
|
|
| —(1) |
|
|
| — |
|
Net unrealized appreciation (depreciation) on investments |
|
| 3.99 |
|
|
| 9.55 |
|
|
| 10.34 |
|
|
| (22.91 | ) |
Income tax (provision) benefit, realized and unrealized gain/loss |
|
| (0.05 | ) |
|
| — |
|
|
| 0.01 |
|
|
| — |
|
Net increase (decrease) in Members’ Capital from operations |
| $ | 19.48 |
|
| $ | 16.81 |
|
| $ | 36.60 |
|
| $ | (10.22 | ) |
(1) Amount rounds to less than $0.01 million.
|
| For the Three Months Ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
|
| ($ in millions) |
| |||||
Total investment income |
| $ | 46.87 |
|
| $ | 27.49 |
|
Net expenses |
|
| (20.99 | ) |
|
| (16.77 | ) |
Net investment income |
|
| 25.88 |
|
|
| 10.72 |
|
Net unrealized appreciation (depreciation) on investments |
|
| (3.51 | ) |
|
| 6.34 |
|
Net unrealized appreciation (depreciation) on foreign currency translations |
|
| 0.42 |
|
|
| — |
|
Income tax (provision) benefit, realized and unrealized gain/loss |
|
| (0.16 | ) |
|
| 0.06 |
|
Net increase in members’ capital from operations |
| $ | 22.63 |
|
| $ | 17.12 |
|
Net increase (decrease) in Members’ Capitalmembers’ 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 on the investment portfolio.
Investment Income
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
|
| ($ in millions) |
| |||||||||||||
Interest |
| $ | 30.46 |
|
| $ | 10.99 |
|
| $ | 57.42 |
|
| $ | 20.61 |
|
Dividend income |
|
| — | (1) |
|
| 0.02 |
|
|
| — | (1) |
|
| 0.03 |
|
Other income |
|
| 0.48 |
|
|
| 0.11 |
|
|
| 1.00 |
|
|
| 0.24 |
|
Total investment income |
| $ | 30.94 |
|
| $ | 11.12 |
|
| $ | 58.42 |
|
| $ | 20.88 |
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In the table above:
Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees, increased from $10.99$26.81 million for the three months ended June 30, 2020March 31, 2021 to $30.46$43.14 million for the three months ended June 30, 2021.March 31, 2022. The increase was primarily driven by our deployment of capital and increasing invested balance. The amortized cost of the portfolio increased from $598.84$1,302.66 million as of June 30, 2020March 31, 2021 to $1,536.77$2,454.03 million as of June 30, 2021. Included in interestMarch 31, 2022.
Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees, increased from $20.61 million for the six months ended June 30, 2020 to $57.42 million for the six months ended June 30, 2021. The increase was primarily driven by our deployment of capital and increasing invested balance. The amortized cost of the portfolio increased from $598.84 million as of June 30, 2020 to $1,536.77 million as of June 30, 2021. Included in interest for the six months ended June 30, 2021 and June 30, 2020 is $0.54 million and $0.00 million in prepayment premiums and $2.56 million and $0.32 million in accelerated accretion of upfront loan origination fees.
Other income increased from $0.11 million and $0.24$2.89 million for the three and six months ended June 30, 2020 to $0.48 million and $1.00 million for the three and six months ended June 30, 2021.March 31, 2022. The increase is primarilywas due to an increase in commitment fee and loan administration fees from our portfolio companies driven by the increase in our invested balance.
40
Expenses
|
| For the Three Months Ended |
|
| For the Six Months Ended |
|
| For the Three Months Ended |
| |||||||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||||||
|
| ($ in millions) |
|
| ($ in millions) |
| ||||||||||||||||||
Interest and other debt expenses |
| $ | 7.47 |
|
| $ | 1.74 |
|
| $ | 13.42 |
|
| $ | 4.05 |
|
| $ | 12.15 |
| $ | 5.95 |
| |
Management fees |
|
| 2.58 |
|
|
| 1.47 |
|
|
| 4.93 |
|
|
| 2.61 |
|
| 3.75 |
| 2.35 |
| |||
Incentive fees |
|
| 4.41 |
|
|
| — |
|
|
| 11.76 |
|
|
| — |
|
| 3.99 |
| 7.35 |
| |||
Offering costs |
|
| — |
|
|
| 0.04 |
|
|
| — |
|
|
| 0.46 |
| ||||||||
Professional fees |
|
| 0.30 |
|
|
| 0.16 |
|
|
| 0.78 |
|
|
| 0.28 |
|
| 0.41 |
| 0.49 |
| |||
Directors’ fees |
|
| 0.09 |
|
|
| 0.09 |
|
|
| 0.18 |
|
|
| 0.17 |
|
| 0.07 |
| 0.09 |
| |||
Other general and administrative expenses |
|
| 0.58 |
|
|
| 0.36 |
|
|
| 1.13 |
|
|
| 0.62 |
|
|
| 0.62 |
|
|
| 0.54 |
|
Total expenses |
| $ | 15.43 |
|
| $ | 3.86 |
|
| $ | 32.20 |
|
| $ | 8.19 |
|
| $ | 20.99 |
|
| $ | 16.77 |
|
In the table above:
Interest and other debt expenses increased from $1.74$5.95 million for the three months ended June 30, 2020March 31, 2021 to $7.47$12.15 million for the three months ended June 30, 2021.March 31, 2022. This was primarily due to an increase in the average aggregate daily borrowings from $163.84$638.20 million to $845.02 million, as well as an increase in the weighted average interest rate for the Revolving Credit Facilities from 2.76% to 2.99%.
Interest and other debt expenses increased from $4.05 million for the six months ended June 30, 2020 to $13.42 million for the six months ended June 30, 2021. This was primarily due to an increase in the average aggregate daily borrowings from $176.69 million to $742.18 million, partially offset by a decrease in the weighted average interest rate for the Revolving Credit Facilities from 3.25% to 2.95%.
Management Fees increased from $1.47 million and $2.61$2.35 million for the three and six months ended June 30, 2020March 31, 2021 to $2.58 million and $4.93$3.75 million for the three and six months ended June 30, 2021March 31, 2022 primarily driven by an increase in the size of our portfolio.
We accrued an unvestedThe accrual for Incentive Fee of $4.41 million and $11.76 million for the three and six months ended June 30, 2021 based on the inception to date results of operations.
Professional fees and other general and administrative expenses increasedFees decreased from $0.61 million and $1.07 million for the three and six months ended June 30, 2020, to $0.97 million and $2.09$7.35 million for the three months ended June 30,March 31, 2021 to $3.99 million for the three months ended March 31, 2022. This was primarily driven by an increase in the sizeinception-to-date results of the portfolio and an increase in costs associated with servicing a larger investment portfolio.
Net Realized Gains (Losses) and 50
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, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
|
| (in millions) |
| |||||||||||||
HowlCO LLC (dba Lone Wolf) |
| $ | 0.03 |
|
| $ | — |
|
| $ | 0.03 |
|
| $ | — |
|
Other |
|
| (0.00 | ) | (1) |
| — |
|
|
| — |
|
|
| — |
|
Net realized gain (loss) |
| $ | 0.03 |
|
| $ | — |
|
| $ | 0.03 |
|
| $ | — |
|
(1) Amount rounds to less than $(0.01) million.
Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:
|
| For the Three Months Ended |
|
| For the Six Months Ended |
|
| For the Three Months Ended |
| |||||||||||||||
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||||||
|
| ($ in millions) |
|
| ($ in millions) |
| ||||||||||||||||||
Unrealized appreciation |
| $ | 6.68 |
|
| $ | 10.03 |
|
| $ | 15.29 |
|
| $ | 0.40 |
|
| $ | 5.54 |
|
| $ | 10.80 |
|
Unrealized depreciation |
|
| (2.69 | ) |
|
| (0.48 | ) |
|
| (4.95 | ) |
|
| (23.31 | ) |
|
| (9.05 | ) |
|
| (4.45 | ) |
Net change in unrealized appreciation (depreciation) on investments |
| $ | 3.99 |
|
| $ | 9.55 |
|
| $ | 10.34 |
|
| $ | (22.91 | ) |
| $ | (3.51 | ) |
| $ | 6.35 |
|
41
The change in unrealized appreciation (depreciation) on investments consisted of the following:
|
| For the Three Months Ended June 30, 2021 |
|
| For the Six Months Ended June 30, 2021 |
| ||
|
| ($ in millions) |
| |||||
Portfolio Company: |
|
|
|
|
|
|
|
|
Other, net(1) |
| $ | 3.24 |
|
| $ | 6.48 |
|
Thrasio, LLC |
|
| 0.60 |
|
|
| 0.47 |
|
Superman Holdings, LLC (dba Foundation Software) |
|
| 0.48 |
|
|
| 1.07 |
|
Purfoods, LLC |
|
| 0.46 |
|
|
| 0.64 |
|
Capitol Imaging Acquisition Corp. |
|
| 0.46 |
|
|
| 0.43 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
| 0.42 |
|
|
| 0.69 |
|
MRI Software LLC |
|
| 0.14 |
|
|
| 1.24 |
|
Wrike, Inc. |
|
| - |
|
|
| (0.37 | ) |
Diligent Corporation |
|
| (0.01 | ) |
|
| 0.86 |
|
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
| (0.03 | ) |
|
| 0.88 |
|
Project Eagle Holdings, LLC (dba Exostar) |
|
| (0.04 | ) |
|
| 0.92 |
|
HowlCO LLC (dba Lone Wolf) |
|
| (0.23 | ) |
|
| (0.34 | ) |
Zep Inc. |
|
| (0.30 | ) |
|
| (0.30 | ) |
MedeAnalytics, Inc. |
|
| (0.39 | ) |
|
| 0.73 |
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
| (0.40 | ) |
|
| (2.86 | ) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
| (0.41 | ) |
|
| (0.20 | ) |
Total |
| $ | 3.99 |
|
| $ | 10.34 |
|
|
| For the Three |
| |
|
| ($ in millions) |
| |
Portfolio Company: |
|
|
| |
Convene 237 Park Avenue, LLC (dba Convene) |
| $ | 1.57 |
|
Zarya Intermediate, LLC (dba iOFFICE) |
|
| 1.07 |
|
CloudBees, Inc. |
|
| 0.78 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) |
|
| 0.31 |
|
Governmentjobs.com, Inc. (dba NeoGov) |
|
| 0.30 |
|
Total Vision LLC |
|
| (0.35 | ) |
Broadway Parent, LLC |
|
| (0.40 | ) |
Bigchange Group Limited |
|
| (0.46 | ) |
Zep Inc. |
|
| (0.72 | ) |
MedeAnalytics, Inc. |
|
| (2.78 | ) |
Other, net(1) |
|
| (2.83 | ) |
Total |
| $ | (3.51 | ) |
|
|
Net change in unrealized appreciation (depreciation) in our investments for the sixthree months ended June 30,March 31, 2022 was primarily driven by increased market volatility and widening credit spreads as well as the financial underperformance of MedeAnalytics, Inc., which was partially offset by the unrealized appreciation on Convene 237 Park Avenue, LLC (dba Convene) driven by the expected repayment.
|
| For the Three |
| |
|
| ($ in millions) |
| |
Portfolio Company: |
|
|
| |
Other, net(1) |
| $ | 4.93 |
|
MedeAnalytics, Inc. |
|
| 1.12 |
|
MRI Software LLC |
|
| 1.10 |
|
Project Eagle Holdings, LLC (dba Exostar) |
|
| 0.96 |
|
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
| 0.91 |
|
Diligent Corporation |
|
| 0.87 |
|
Granicus, Inc. |
|
| (0.14 | ) |
Selectquote, Inc. |
|
| (0.19 | ) |
Wrike, Inc. |
|
| (0.37 | ) |
CorePower Yoga LLC |
|
| (0.37 | ) |
Convene 237 Park Avenue, LLC (dba Convene) |
|
| (2.47 | ) |
Total |
| $ | 6.35 |
|
51
Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2021 continued to be impacted by improved economic indicators as a result of the economic rebound experienced fromfollowing the COVID-19 pandemic, which was partially offset by the underperformance of Convene 237 Park Avenue, LLC (dba Convene).
|
| For the Three Months Ended June 30, 2020 |
|
| For the Six Months Ended June 30, 2020 |
| ||
|
| ($ in millions) |
| |||||
Portfolio Company: |
|
|
|
|
|
|
|
|
Other, net(1) |
| $ | 2.93 |
|
| $ | (6.33 | ) |
Selectquote, Inc. |
|
| 1.49 |
|
|
| 0.22 |
|
MRI Software LLC |
|
| 1.45 |
|
|
| (0.74 | ) |
PT Intermediate Holdings III, LLC (dba Parts Town) |
|
| 1.23 |
|
|
| (1.84 | ) |
Viant Medical Holdings, Inc. |
|
| 0.86 |
|
|
| (1.38 | ) |
ConnectWise, LLC |
|
| 0.74 |
|
|
| (0.58 | ) |
CST Buyer Company (dba Intoxalock) |
|
| 0.58 |
|
|
| (2.34 | ) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
| 0.42 |
|
|
| (2.06 | ) |
VRC Companies, LLC (dba Vital Records Control) |
|
| 0.27 |
|
|
| 0.12 |
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
| - |
|
|
| (0.90 | ) |
Clarkson Eyecare, LLC (dba EyeCare Partners) |
|
| - |
|
|
| 0.06 |
|
CFS Management, LLC (dba Center for Sight Management) |
|
| (0.02 | ) |
|
| (0.32 | ) |
Picture Head Midco LLC |
|
| (0.03 | ) |
|
| (1.64 | ) |
Convene 237 Park Avenue, LLC (dba Convene) |
|
| (0.03 | ) |
|
| (4.54 | ) |
iCIMS, Inc. |
|
| (0.08 | ) |
|
| (0.08 | ) |
BJH Holdings III Corp. (dba Jack’s Family Restaurants) |
|
| (0.26 | ) |
|
| (0.56 | ) |
Total |
| $ | 9.55 |
|
| $ | (22.91 | ) |
|
|
42
Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2020 was impacted by the COVID-19 pandemic. For further discussion of the impact of the COVID-19 pandemic on our portfolio, please see “—Impact of COVID-19 Pandemic.”
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 Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2021March 31, 2022 and December 31, 2020,2021, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities)Facility) was 180%168% and 212%174%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We may enter into investment commitments through signed commitment letters, which 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.
Credit Alternatives GP LLC (the “Initial Member”), an affiliate of our Investment Adviser, made a capital contribution to us of $100 on April 11, 2019 and served as our sole initial member. We cancelled the Initial Member’s interest in the Company on May 3, 2019. We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice.
As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
|
| June 30, 2021 |
|
| December 31, 2020 |
| ||||||||||||||||||
|
| Capital Commitments ($ 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 |
|
| $ | 737.91 |
|
|
| 50 | % |
| $ | 1,475.81 |
|
| $ | 848.59 |
|
|
| 43 | % |
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
| Capital |
|
| Unfunded |
|
| % of Capital |
|
| Capital |
|
| Unfunded |
|
| % of Capital |
| ||||||
Common Units |
| $ | 1,475.81 |
|
| $ | 472.26 |
|
|
| 68 | % |
| $ | 1,475.81 |
|
| $ | 472.26 |
|
|
| 68 | % |
The following table summarizes the total Units issuedWe did not issue a capital drawdown for three months ended March 31, 2022 and proceeds related to capital drawdowns:2021.
Unit Issue Date |
| Units Issued |
|
| Proceeds Received |
| ||
For the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
June 28, 2021 |
|
| 1,126,459 |
|
| $ | 110.69 |
|
Total capital drawdowns |
|
| 1,126,459 |
|
| $ | 110.69 |
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
January 29, 2020 |
|
| 509,491 |
|
| $ | 50.22 |
|
March 30, 2020 |
|
| 1,246,165 |
|
|
| 124.45 |
|
April 24, 2020 |
|
| 312,920 |
|
|
| 28.89 |
|
Total capital drawdowns |
|
| 2,068,576 |
|
| $ | 203.56 |
|
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. 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, 2021:March 31, 2022:
43
|
| Payments Due by Period ($ in millions) |
| |||||||||||||||||
|
| Total |
|
| Less Than |
|
| 1 – 3 |
|
| 3 – 5 |
|
| More Than |
| |||||
MUFG Revolving Credit Facility |
| $ | 292.00 |
|
| $ | 292.00 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
JPM Revolving Credit Facility(1) |
| $ | 1,185.81 |
|
| $ | — |
|
| $ | — |
|
| $ | 1,185.81 |
|
| $ | — |
|
52
|
| 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 |
| $ | 330.95 |
|
| $ | 330.95 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
JPM Revolving Credit Facility(1) |
| $ | 600.12 |
|
| $ | — |
|
| $ | — |
|
| $ | 600.12 |
|
| $ | — |
|
|
|
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. We amended the MUFG Revolving Credit Facility on July 31, 2019 December 6, 2019, January 27, 2020, December 23, 2020, May 7, 2021, and June 28, 2021, August 13, 2021, September 17, 2021 and December 23, 2021. Subsequent to the three months ended March 31, 2022, we entered into an amendment to our MUFG Revolving Credit Facility. For further information, see “Recent Developments.”
Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $456.00$292.00 million as of June 30, 2021.March 31, 2022. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 6, 2022.
Under the MUFG Revolving Credit Facility, we have the ability to elect either London InterBank Offered Rate (“LIBOR”) or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the MUFG Revolving Credit Facility is the prevailing LIBOR for one month (the “Applicable LIBOR”) plus 2.45% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.45% per annum. We pay a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.
For further details, see Note 6 “Debt – MUFG Revolving Credit Facility” to our consolidated financial statements included in this report.
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 National Association serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. administrator. The Company amended the JPM Revolving Credit Facility on February 12,2021, March 5, 2021, and June 25, 2021.2021, August 17, 2021, October 29, 2021 and February 15, 2022.
Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBORTerm SOFR plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 3.10%2.75% per annum.annum, after giving effect to the amendment dated February 15, 2022. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of June 30, 2021,March 31, 2022, the total commitments under the JPM Revolving Credit Facility were $750.00$1,450.00 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 $800.00$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 monthsix-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 first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV.
In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.
For further details, see Note 6 “Debt – JPM Revolving Credit Facility” to our consolidated financial statements included in this report.
4453
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 investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2021,March 31, 2022, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
|
| As of |
|
| As of |
| ||||||||||
|
| June 30, 2021 |
|
| December 31, 2020 |
|
| March 31, |
|
| December 31, 2021 |
| ||||
|
| (in millions) |
|
| (in millions) |
| ||||||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 292.81 |
|
| $ | 225.90 |
|
| $ | 433.17 |
| $ | 395.51 |
| |
Total |
| $ | 292.81 |
|
| $ | 225.90 |
|
| $ | 433.17 |
|
| $ | 395.51 |
|
HEDGING
We had aggregate Commitments and undrawn Commitments from investors as follows:
|
| June 30, 2021 |
| |||||||||
|
| Capital Commitments ($ in millions) |
|
| Unfunded Capital Commitments ($ in millions) |
|
| % of Capital Commitments Funded |
| |||
Common Units |
| $ | 1,475.81 |
|
| $ | 737.91 |
|
|
| 50 | % |
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 claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
RECENT DEVELOPMENTS
On July 30, 2021, we paid net investment income distribution for the period April 1, 2021 to June 30, 2021 of $19.92 million, or $2.64 per unit to Unitholders of record as of July 5, 2021.
On August 4, 2021,May 3, 2022, our Board of Directors declared a distribution equal to an amount up to our taxable earnings per unit, including net investment income (if positive) for the period JulyApril 1, 20212022 through SeptemberJune 30, 2021,2022, payable on or about OctoberJuly 28, 20212022 to Unitholders of record as of OctoberJuly 5, 2021.
2022.
On August 4, 2021, our BoardMay 5, 2022, we entered into an amendment to the MUFG Revolving Credit Facility. The amendment, among other things (i) extended the maturity to May 5, 2023; (ii) increased the Applicable Margin (as defined in the Amended and Restated Loan and Security Agreement) from 2.15% to 2.25% and (iii) replaced the LIBOR Rate with Term SOFR plus an adjustment as the interest rate benchmark with respect to loans denominated in U.S. dollars.
As of Directors approved Carmine Rossetti as our Chief Financial Officer, Treasurer and principal financial officer effective November 2021. Joseph DiMaria has served as Interim Chief Financial Officer and Interim Treasurer since March 2021, and will resign from those roles on the effective date of Mr. Rossetti’s appointment. Mr. DiMaria’s expected resignation is notthis report, the resultBDC Investment Committee (as defined below) consisted of any disagreementthe following voting members: Alex Chi, Michael Mastropaolo, David Miller, James Reynolds, Kevin Sterling, Jordan Walter, and David Yu, along with the Company.members from Goldman Sachs’s Compliance, Legal, Tax, and Controllers divisions: Josh Bouaziz, Hristo Dimitrov, Craig Farber, and Stanley Matuszewski.
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.
45
For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.
54
ITEM 3.QUANTITATIVE AND QUALITATIVEQUALITATIVE 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, 2021March 31, 2022 and December 31, 2020,2021, on a fair value basis, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit Facilities bear interest at a floating rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
Based on our June 30, 2021March 31, 2022 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
As of June 30, 2021 Basis Point Change |
| Interest Income |
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| Interest Expense |
|
| Net Income |
| |||||||||||||||
As of March 31, 2022 |
| Interest |
|
| Interest |
|
| Net |
| |||||||||||||||
($ in millions) |
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|
|
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|
|
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|
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|
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|
|
|
|
|
|
|
| |||
Up 300 basis points |
| $ | 26.69 |
|
| $ | (22.89 | ) |
| $ | 3.80 |
|
| $ | 57.16 |
|
| $ | (35.23 | ) |
| $ | 21.93 |
|
Up 200 basis points |
|
| 14.06 |
|
|
| (15.26 | ) |
|
| (1.20 | ) |
| 37.03 |
|
|
| (23.49 | ) |
|
| 13.54 |
| |
Up 100 basis points |
|
| 1.67 |
|
|
| (7.63 | ) |
|
| (5.96 | ) |
| 16.89 |
|
|
| (11.74 | ) |
|
| 5.15 |
| |
Up 75 basis points |
|
| 0.06 |
|
|
| (5.72 | ) |
|
| (5.66 | ) |
| 11.85 |
|
|
| (8.81 | ) |
|
| 3.04 |
| |
Up 50 basis points |
|
| 0.04 |
|
|
| (3.82 | ) |
|
| (3.78 | ) |
| 7.03 |
|
|
| (5.87 | ) |
|
| 1.16 |
| |
Up 25 basis points |
|
| 0.02 |
|
|
| (1.91 | ) |
|
| (1.89 | ) |
| 3.08 |
|
|
| (2.94 | ) |
|
| 0.14 |
| |
Down 25 basis points |
|
| (0.01 | ) |
|
| 0.97 |
|
|
| 0.96 |
|
| (0.55 | ) |
|
| 2.94 |
|
|
| 2.39 |
| |
Down 50 basis points |
|
| (0.02 | ) |
|
| 0.97 |
|
|
| 0.95 |
|
| (0.67 | ) |
|
| 5.74 |
|
|
| 5.07 |
| |
Down 75 basis points |
|
| (0.02 | ) |
|
| 0.97 |
|
|
| 0.95 |
|
| (0.70 | ) |
|
| 8.00 |
|
|
| 7.30 |
| |
Down 100 basis points |
|
| (0.02 | ) |
|
| 0.97 |
|
|
| 0.95 |
|
| (0.72 | ) |
|
| 9.91 |
|
|
| 9.19 |
| |
Down 200 basis points |
|
| (0.03 | ) |
|
| 0.97 |
|
|
| 0.94 |
|
| (0.80 | ) |
|
| 9.91 |
|
|
| 9.11 |
| |
Down 300 basis points |
|
| (0.03 | ) |
|
| 0.97 |
|
|
| 0.94 |
|
| (0.84 | ) |
|
| 9.91 |
|
|
| 9.07 |
| |
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.
4655
ITEM 4.CONTROLS4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chiefco-Chief Executive OfficerOfficers and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chiefco-Chief Executive OfficerOfficers and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2021.March 31, 2022. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 2021March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II —II. OTHER INFORMATION
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2020,2021, which was filed with the SEC on February 25, 2021.March 4, 2022. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
Market Developments and General Business Environment
The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.
The U.S. capital markets have experienced extreme disruption since the global outbreak of COVID-19. Such disruptions have been evidenced by volatility in global stock markets as a result of uncertainty regarding the COVID-19 pandemic, the fluctuating price of commodities such as oil, and Russia’s military invasion of Ukraine. Despite actions of the U.S. federal government and foreign governments, these events have contributed to worsening general economic conditions that are materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.
Significant changes or volatility in the capital markets may negatively affect the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not reflect the full impact of the COVID-19 pandemic, Russia’s military invasion of Ukraine and measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
Significant changes in the capital markets, such as disruptions in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine, have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic and Russia’s military invasion of Ukraine has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize
56
significantly less than the value at which we have recorded our investments if we were required to sell them to increase our liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.
Further, current market conditions may make it difficult to raise equity capital, extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business, financial condition or results of operations.
Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic creates and exacerbatesRussia’s military invasion of Ukraine, create and exacerbate risks.
Social, political,
The COVID-19 pandemic has created disruptions in supply chains and economic activity, contributed to labor difficulties and is having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other conditionsindustries, which may in the future adversely affect our financial condition, liquidity and events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets,results of operations. The extent to which the CompanyCOVID-19 pandemic will negatively affect our financial condition, liquidity and its investmentsresults of operations will depend on future developments, including the emergence of new variants of COVID-19 and the effectiveness of vaccines and treatments over the long term and against new variants, which are exposed. In addition, global economieshighly uncertain and cannot be predicted.
While financial markets are increasingly interconnected,have rebounded from the significant declines that occurred early in the pandemic and political,global economic conditions generally improved, certain of the circumstances that arose or became more pronounced after the onset of the COVID-19 pandemic have persisted, including (i) relatively weak consumer confidence; (ii) low levels of the federal funds rate and other conditions and events in one country, region, or financial market may adversely impact issuers in a different country, region or financial market. Furthermore, the occurrence of, among other events, natural or man-made disasters, severe weather or geological events, fires, floods, earthquakes, outbreaks of disease (such as COVID-19, avian influenza or H1N1/09), epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, also adversely impact our performance from timeyields on U.S. Treasury securities which, at times, were near zero; (iii) ongoing heightened credit risk with regard to time. Such events may result in, and have resulted in, closing borders, securities exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events have adversely impacted, and may continue to adversely impact our portfolio companies and markets and economies over the short- and long-term, including in waysindustries that cannot necessarily be foreseen. We have been most severely impacted by the pandemic, including, at times, oil and may continue to be negatively impacted if the value of our portfolio company holdings were harmed by such political or economic conditions or events. Moreover, such negative politicalgas, gaming and economic conditionslodging, and events have disrupted, and could continue to disrupt the processes necessary for our operations. This has created, and may continue to create widespread business continuity issues for us and our portfolio companies and heightened cybersecurity,airlines; (iv) higher cyber security, information security and operational risks as a resultrisks; and (v) interruptions in the supply chain that have adversely affected many businesses and have contributed to higher rates of among other things, remote work arrangements.inflation.
For example, in December 2019, COVID-19 emerged in China
Depending on the duration and has since spread rapidly to other countries, including the United States. This outbreak has led, and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The global impactseverity of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. While several countries,pandemic going forward, as well as certain states in the United States, have liberalized public health restrictions as to further reopen their economies, recurring COVID-19 outbreaks have led toeffects of the re-introduction of such restrictions in certain states inpandemic on consumer and corporate confidence, the United States and globally andconditions noted above could continue to lead to the re-introduction of such restrictions elsewhere. Comprehensive vaccination programs have led to the lifting of health and safety restrictions in some countries, such as the U.S. and China. However, other countries have encountered more challenging circumstances as a result of slower distribution of vaccines and the spread of new variants, most notably the Delta variant. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the U.S.for an extended period and other major markets. The potential exists foradverse developments may occur or reoccur, including (i) the Delta variant or other variants of COVID-19 to impede the global economic recovery and may exacerbate geographic differencesdecline in the spread of, and response to, COVID-19. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following, among other things: (i) government imposition and/or re-imposition of various forms of shelter-
47
in-place orders and the closing of "non-essential" businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as furloughs or lay-offs of employees (while such measures are hoped to be temporary, their impact may persist or become permanent); (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments, forbearance agreements and waivers of provisions of their credit agreements in order to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems in functioning of the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. The COVID-19 outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this quarterly report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Further, even after the pandemic subsides, the U.S. economy, as well as most other major global economies may continue to experience a recession, and we anticipate our business could be materially and adversely affected by a prolonged recession in the U.S. and other major markets.
Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies. In many instances, the impact will be adverse and profound. For example, middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and adversely impact (i) the value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements under the Investment Company Act, (v) our ability to maintain our distributions at their current level or to pay them at all, or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.See “—The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.”
Disruptions
Governmental authorities worldwide have taken measures to stabilize the markets and support economic growth. The continued success of these measures is unknown, and they may not be sufficient to address future market dislocations or avert severe and prolonged reductions in economic activity.
In addition, disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.
Risks Relating
In addition, Russia’s invasion of Ukraine in February 2022 and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with
57
certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted. Those events present material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.
Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. See “— Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic and Russia’s military invasion of Ukraine, create and exacerbate risks.”Any market disruptions as a result of such acts could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Legal and Regulatory
Our ability to enter into transactions with our affiliates is restricted.
As a BDC, we are prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of a majority of our Independent Directors who have no financial interest in the transaction, or in some cases, the prior approval of the SEC. For example, any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is deemed our affiliate for purposes of the Investment Company Act. If this is the only reason such person is our affiliate, we are generally prohibited from buying any asset from, or selling any asset (other than Units) to, such affiliate, absent the prior approval of such directors. The Investment Company Act also prohibits “joint” transactions with an affiliate, which could include joint investments in the same portfolio company, without approval of our Independent Directors or in some cases the prior approval of the SEC. Moreover, except in certain limited circumstances, we are prohibited from buying any asset from or selling any asset to a holder of more than 25% of our voting securities, absent prior approval of the SEC. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.
In certain circumstances, we can make negotiated co-investments pursuant to an order from the SEC permitting us to do so. On January 4, 2017, the SEC granted to the Investment Adviser and the BDCs advised by the Investment Adviser exemptive relief on which we rely to co-invest with other funds managed by the Investment Adviser in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors (the “Relief”). Additionally, if our Investment Adviser forms other funds in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. On March 15, 2022, the SEC published a notice of an application that is intended to supersede the Relief and, if granted, would permit limited additional flexibility for the Company to enter into co-investment transactions with proprietary accounts of Goldman Sachs (the “Application”). As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. There can be no assurance when any such order will be obtained or that one will be obtained at all.
Our Business and Structure
Our Investment Adviser, its principals, investment professionals and employees and the members of its BDC Investment Committee have certain conflicts of interest.
Our Investment Adviser, its principals, affiliates, investment professionals and employees, the members of our investment committee (“BDC Investment Committee”) and our officers and directors serve or may serve now or in the future as investment advisers, officers, directors, principals of, or in other capacities with respect to, public or private entities (including other BDCs and other investment funds) that operate in the same or a related line of business as us. Certain of these individuals could have obligations to investors in other Accounts, the fulfillment of which is not in our best interests or the best interests of our Unitholders, and we expect that investment opportunities will satisfy the investment criteria for both us and such other Accounts. In addition, GSAM and its affiliates also manage other Accounts, and expect to manage other vehicles or accounts in the future, that have investment mandates that are similar, in whole or in part, to ours and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. The fact that our investment advisory fees may be lower than those of certain other funds advised by GSAM could result in this conflict of interest affecting us adversely relative to such other funds.
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Subject to applicable law, we may invest alongside Goldman Sachs and the Accounts.
As a result of the Relief and the Application, if granted, there could be significant overlap in our investment portfolio and the investment portfolios of the Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Accounts to which to allocate investment opportunities. If we are unable to rely on our exemptive relief for a particular opportunity, when our Investment Adviser identifies certain investments, it will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. Accordingly, it is possible that we may not be given the opportunity to participate in investments made by other Accounts. See “—Legal and Regulatory—Our ability to enter into transactions with our affiliates is restricted.”
Our Investments
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be impacted by inflation, such as current inflation related to global supply chain disruptions. Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect consumer spending, economic growth and our portfolio companies’ operations. If our portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.
We are exposed to risks associated with changes in interest rates.rates, including the current rising interest rate environment.
Our debt
Debt investments that we make may be based on floating rates, such as SOFR (as defined below), LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and itIt is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates (“IBORs”).rates. On March 5, 2021, the Financial Conduct Authority (“FCA”) and ICE Benchmark Authority formally announced the dates after which the LIBORs will no longer be representative and subsequently cease publication. The Alternative Reference Rates Committee confirmed that this announcement constitutes a “Benchmark Transition Event”. Thethe publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings will cease afterceased to be published as of December 31, 2021. The2021, while the publication of the overnight, 1 month, 3 month, 6 month, and 12 months USDU.S. dollar (“USD”) LIBOR settings will cease after June 30, 2023. The FCA plans to consult the market on creating “synthetic” 1 month, 3 month and 6 month rates for GBP and JPY LIBOR, to be published for a limited time. New York State legislation was signed into law to aid “tough legacy” LIBOR contracts. Other legislative solutions are being pursued at the Federal level, in the U.K., and in Europe. The U.S. federal banking agencies have also issued guidance encouraging banking and global organizations to cease reference to USD LIBOR as soon as practicable and in any event by December 31, 2021. The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021. To identify a successor rate for U.S. dollarUSD LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities,
48
and is based on directly observable U.S. Treasury-backed repurchase transactions. However,On December 6, 2021, the outbreakARRC released a statement selecting and recommending forms of COVID-19 may adversely impact the timingSOFR, along with associated spread adjustments and conforming changes, to replace references to 1-week and 2-month USD LIBOR. We expect that a substantial portion of many firms’ transition planning, and we continueour future floating rate investments will be linked to assess the potential impact of the COVID-19 outbreak on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, atSOFR. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR or alternative reference rates could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize one-week and two-month USD LIBOR terms or sterling, euro, Swiss franc and Japanese yen settings 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. As such, some or all of these credit agreements may bear a lower interest rate, which would adversely impact our financial condition or results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facilities. If we are unable to do so, amounts drawn under the Revolving Credit Facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.SOFR.
Because we have borrowed money, and may issue preferred stockunits 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 stockunits 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 stockUnits less attractive if we are not able to increase our dividend rate, which could reduce the value of our common Units. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.
The U.S. Federal Reserve raised interest rates in March 2022, the first rate increase since 2018, and suggested additional interest rate increases throughout 2022. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility
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and may detract from our performance to the extent we are exposed to such interest rates and/or volatility. In periods of rising interest rates, such as the current interest rate environment, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor)or SOFR floor, as applicable), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
A change in the general level of interest rates can be expected to lead to a change in the interest raterates 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 AdvisoryManagement 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.
Interest rates
Many of our portfolio securities do not have a readily available market price, and we value these securities at fair value as determined in good faith under procedures adopted by our Board, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment.
The majority of our investments are, and are expected to continue to be, in debt instruments that do not have readily ascertainable market prices. The fair value of assets that are not publicly traded or whose market prices are not readily available are determined in good faith under procedures adopted by our Board of Directors. Our Board of Directors utilizes the services of independent third-party valuation firms (“Independent Valuation Advisors”) in determining the fair value of a portion of the securities in our portfolio. Investment professionals from our Investment Adviser also recommend portfolio company valuations using sources and/or proprietary models depending on the availability of information on our assets and the type of asset being valued, all in accordance with our valuation policy. The participation of our Investment Adviser in our valuation process could result in a conflict of interest, since the Management Fee is based in part on our gross assets and also because our Investment Adviser is receiving a performance-based Incentive Fee.
In addition, the Investment Adviser may value an identical asset differently than Goldman Sachs, another division or unit within Goldman Sachs or another Account values the asset, including because Goldman Sachs, such other division or unit or Account has information or uses valuation techniques and models that it does not share with, or that are different than those of, the Investment Adviser or the Company. These valuation differences for the same asset can result in significant differences in the United Statestreatment of such asset by the Investment Adviser, Goldman Sachs, and other divisions or units of Goldman Sachs, and/or among Accounts (e.g., with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on nonaccrual status and/or in default).
Because fair valuations, and particularly fair valuations of private securities and private companies, are currently at historically low levels. Certain countries have experienced negative interest ratesinherently uncertain, may fluctuate over short periods of time and are often based to a large extent on certain fixed-income instruments. Very lowestimates, comparisons and qualitative evaluations of private information, it may be more difficult for investors to value accurately our investments and could lead to undervaluation or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets,overvaluation of our common Units. In addition, the valuation of these types of securities may result in heightened market volatilitysubstantial write-downs and may detract from our performance to the extent we are exposed to such interest rates and/orearnings volatility.
On December 3, 2020, the SEC announced that it adopted Rule 2a-5 under the Investment Company Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the Investment Company Act. The new rule clarifies how fund boards can satisfy their valuation obligations in light of recent market developments. The rule will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. The new rule went into effect on March 8, 2021 and has a compliance date of September 8, 2022. We will continue to review the new rule and its impact on us and our valuation policies.
Our NAV as of a particular date may be materially greater than or less than the value that would be realized if our assets were to be liquidated as of such date. For example, if we were required to sell a certain asset or all or a substantial portion of our assets on a particular date, the actual price that we would realize upon the disposition of such asset or assets could be materially less than the value of such asset or assets as reflected in our NAV. Volatile market conditions could also cause reduced liquidity in the market for
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certain assets, which could result in liquidation values that are materially less than the values of such assets as reflected in our NAV.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table summarizes the total Units issued and proceeds related to capital drawdowns:
Unit Issue Date |
| Units Issued |
|
| Proceeds Received |
| ||
For the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
June 28, 2021 |
|
| 1,126,459 |
|
| $ | 110.69 |
|
Total capital drawdowns |
|
| 1,126,459 |
|
| $ | 110.69 |
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
January 29, 2020 |
|
| 509,491 |
|
| $ | 50.22 |
|
March 30, 2020 |
|
| 1,246,165 |
|
|
| 124.45 |
|
April 24, 2020 |
|
| 312,920 |
|
|
| 28.89 |
|
Total capital drawdowns |
|
| 2,068,576 |
|
| $ | 203.56 |
|
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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,issue a capital drawdown for the three months ended March 31, 2022 and did not offer securities to the public, in connection with such issuances and sales.2021.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
On August 4, 2021, our BoardMay 5, 2022, the Company entered into an amendment to the MUFG Revolving Credit Facility. The amendment, among other things (i) extended the maturity to May 5, 2023; (ii) increased the Applicable Margin (as defined in the Amended and Restated Loan and Security Agreement) from 2.15% to 2.25% and (iii) replaced the LIBOR Rate with Term SOFR plus an adjustment as the interest rate benchmark with respect to loans denominated in U.S. dollars.
The foregoing description is only a summary of Directors approved Carmine Rossettithe material provisions of the amendment and is qualified in its entirety by reference to a copy of the amendment, which is filed as our Chief Financial Officer, Treasurer and principal financial officer effective November 2021. Joseph DiMaria has served as Interim Chief Financial Officer and Interim Treasurer since March 2021, and will resign from those roles on the effective date of Mr. Rossetti’s appointment. Mr. DiMaria’s expected resignation is not the result of any disagreement with the Company.Exhibit 10.1 hereto.
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
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61
INDEX TO EXHIBITS
EXHIBIT NO. |
| EXHIBIT |
|
|
|
3.1 |
| |
|
|
|
3.2 |
| |
|
|
|
|
| |
| ||
31.1* |
| |
|
|
|
31.2* | ||
31.3* |
| |
|
|
|
32.1* |
| |
32.2* | ||
32.3* |
| * Filed herewith. |
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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: |
| /s/ | ||||
|
|
| ||||
|
|
| Name: Alex Chi | |||
|
|
|
| Title: Co-Chief Executive Officer and Co-President | ||
(Co-Principal Executive Officer) | ||||||
Date: May 10, 2022 | /s/ David Miller | |||||
Name: David Miller | ||||||
Title: Co-Chief Executive Officer and Co-President | ||||||
(Co-Principal Executive Officer) | ||||||
Date: May 10, 2022 | /s/ Carmine Rossetti | |||||
Name: Carmine Rossetti | ||||||
Title: Chief Financial Officer and
| ||||||
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