UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01215
Goldman Sachs Private Middle Market Credit LLC
(Exact Name of Registrant as Specified in Its Charter)
| |
Delaware | 81-3233378 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| |
200 West Street, New York, New York | 10282 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (312) 655-4419
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ 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: | ☒ | | | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
As of August 13, 2024, there were 10,687,877 units of the limited liability company’s common units outstanding.
GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
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 our annual report on Form 10-K for the year ended December 31, 2023, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
•our future operating results;
•disruptions in the capital markets, market conditions, and general economic uncertainty;
•changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;
•uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and the escalated conflict in the Middle East;
•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 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;
•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;
•our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;
•actual and potential conflicts of interest with 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;
•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•the impact of elevated inflation and interest rates and the risk of recession on our portfolio companies;
•the impact of uncertainties relating to the 2024 U.S. presidential election;
•the effect of global climate change on our portfolio companies;
•the impact of interruptions in the supply chain on our portfolio companies;
•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and
•the increased public scrutiny of and regulation related to corporate social responsibility.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Financial Condition
(in thousands, except unit and per unit amounts)
| | | | | | | | |
| | June 30, 2024
(Unaudited) | | | December 31, 2023 | |
Assets | | | | | | |
Investments, at fair value | | | | | | |
Non-controlled/non-affiliated investments (cost of $401,675 and $495,130) | | $ | 329,495 | | | $ | 462,522 | |
Non-controlled affiliated investments (cost of $3,354 and $5,254) | | | 3,354 | | | | 5,880 | |
Total investments, at fair value (amortized cost of $405,029 and $500,384) | | $ | 332,849 | | | $ | 468,402 | |
Investments in affiliated money market fund (cost of $71,945 and $53,866) | | | 71,945 | | | | 53,866 | |
Cash | | | 13,309 | | | | 11,340 | |
Interest and dividends receivable | | | 5,990 | | | | 8,126 | |
Deferred financing costs | | | — | | | | 619 | |
Other assets | | | 129 | | | | 291 | |
Total assets | | $ | 424,222 | | | $ | 542,644 | |
Liabilities | | | | | | |
Debt | | $ | — | | | $ | 63,082 | |
Interest and other debt expenses payable | | | — | | | | 1,339 | |
Management fees payable | | | 1,450 | | | | 1,538 | |
Incentive fees payable | | | 54,170 | | | | 56,836 | |
Distribution payable | | | — | | | | 13,579 | |
Unrealized depreciation on foreign currency forward contracts | | | 108 | | | | 178 | |
Accrued expenses and other liabilities | | | 835 | | | | 758 | |
Total liabilities | | $ | 56,563 | | | $ | 137,310 | |
Commitments and contingencies (Note 8) | | | | | | |
Members’ capital | | | | | | |
Preferred units (0 units issued and outstanding) | | $ | — | | | $ | — | |
Common units (10,687,877 and 10,687,877 units issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) | | | 538,447 | | | | 548,420 | |
Distributable earnings (loss) | | | (170,788 | ) | | | (143,086 | ) |
Total members’ capital | | $ | 367,659 | | | $ | 405,334 | |
Total liabilities and members’ capital | | $ | 424,222 | | | $ | 542,644 | |
Net asset value per unit | | $ | 34.40 | | | $ | 37.92 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Operations
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
Investment income: | | | | | | | | | | | | |
From non-controlled/non-affiliated investments: | | | | | | | | | | | | |
Interest income | | $ | 9,423 | | | $ | 16,273 | | | $ | 22,625 | | | $ | 31,973 | |
Payment-in-kind income | | | 2,214 | | | | 914 | | | | 4,725 | | | | 1,887 | |
Other income | | | 34 | | | | 37 | | | | 186 | | | | 116 | |
From non-controlled affiliated investments: | | | | | | | | | | | | |
Dividend income | | | 468 | | | | 707 | | | | 975 | | | | 1,384 | |
Total investment income | | $ | 12,139 | | | $ | 17,931 | | | $ | 28,511 | | | $ | 35,360 | |
Expenses: | | | | | | | | | | | | |
Interest and other debt expenses | | $ | 645 | | | $ | 2,802 | | | $ | 1,708 | | | $ | 5,714 | |
Management fees | | | 1,450 | | | | 1,550 | | | | 2,976 | | | | 3,061 | |
Incentive fees | | | (3,815 | ) | | | 2,156 | | | | (2,666 | ) | | | 3,370 | |
Professional fees | | | 277 | | | | 181 | | | | 528 | | | | 449 | |
Administration and custodian fees | | | 136 | | | | 137 | | | | 277 | | | | 291 | |
Directors’ fees | | | 55 | | | | 51 | | | | 105 | | | | 101 | |
Other general and administrative expenses | | | 113 | | | | 91 | | | | 264 | | | | 199 | |
Total expenses | | $ | (1,139 | ) | | $ | 6,968 | | | $ | 3,192 | | | $ | 13,185 | |
Net investment income | | $ | 13,278 | | | $ | 10,963 | | | $ | 25,319 | | | $ | 22,175 | |
Net realized and unrealized gains (losses): | | | | | | | | | | | | |
Net realized gain (loss) from: | | | | | | | | | | | | |
Non-controlled/non-affiliated investments | | $ | (1,966 | ) | | $ | (4 | ) | | $ | (1,971 | ) | | $ | (29,094 | ) |
Non-controlled affiliated investments | | | — | | | | — | | | | 605 | | | | — | |
Foreign currency and other transactions | | | 2,660 | | | | 9 | | | | 2,648 | | | | 66 | |
Net change in unrealized appreciation (depreciation) from: | | | | | | | | | | | | |
Non-controlled/non-affiliated investments | | | (33,469 | ) | | | 1,258 | | | | (39,572 | ) | | | 26,759 | |
Non-controlled affiliated investments | | | — | | | | 91 | | | | (626 | ) | | | (327 | ) |
Foreign currency forward contracts | | | 20 | | | | (15 | ) | | | 70 | | | | (23 | ) |
Foreign currency translations | | | (2,153 | ) | | | (176 | ) | | | (1,562 | ) | | | (567 | ) |
Net realized and unrealized gains (losses) | | $ | (34,908 | ) | | $ | 1,163 | | | $ | (40,408 | ) | | $ | (3,186 | ) |
(Provision) benefit for taxes on realized gain/loss on investments | | $ | (203 | ) | | $ | — | | | $ | (203 | ) | | $ | — | |
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments | | | 213 | | | | 89 | | | $ | 185 | | | $ | 107 | |
Net increase (decrease) in members’ capital from operations | | $ | (21,620 | ) | | $ | 12,215 | | | $ | (15,107 | ) | | $ | 19,096 | |
Weighted average units outstanding | | | 10,687,877 | | | | 10,687,877 | | | | 10,687,877 | | | | 10,687,877 | |
Basic and diluted net investment income per unit | | $ | 1.24 | | | $ | 1.03 | | | $ | 2.37 | | | $ | 2.07 | |
Basic and diluted earnings per unit | | $ | (2.02 | ) | | $ | 1.14 | | | $ | (1.41 | ) | | $ | 1.79 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Changes in Members’ Capital
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | | | | | | | | | | | |
Members’ capital at beginning of period | | $ | 411,847 | | | $ | 410,492 | | | $ | 405,334 | | | $ | 403,611 | |
Increase (decrease) in members’ capital from operations: | | | | | | | | | | | | |
Net investment income | | $ | 13,278 | | | $ | 10,963 | | | $ | 25,319 | | | $ | 22,175 | |
Net realized gain (loss) | | | 694 | | | | 5 | | | | 1,282 | | | | (29,028 | ) |
Net change in unrealized appreciation (depreciation) | | | (35,602 | ) | | | 1,158 | | | | (41,690 | ) | | | 25,842 | |
(Provision) benefit for taxes on realized gain/loss on investments | | | (203 | ) | | | — | | | | (203 | ) | | | — | |
(Provision) benefit for unrealized appreciation/depreciation on investments | | | 213 | | | | 89 | | | | 185 | | | | 107 | |
Net increase (decrease) in members’ capital from operations | | $ | (21,620 | ) | | $ | 12,215 | | | $ | (15,107 | ) | | $ | 19,096 | |
Distributions to unitholders from: | | | | | | | | | | | | |
Return of capital | | $ | (9,973 | ) | | $ | — | | | $ | (9,973 | ) | | $ | — | |
Distributable earnings | | | (12,595 | ) | | | — | | | | (12,595 | ) | | | — | |
Total distributions to unitholders | | $ | (22,568 | ) | | $ | — | | | $ | (22,568 | ) | | $ | — | |
Total increase (decrease) in members’ capital | | $ | (44,188 | ) | | $ | 12,215 | | | $ | (37,675 | ) | | $ | 19,096 | |
Members’ capital at end of period | | $ | 367,659 | | | $ | 422,707 | | | $ | 367,659 | | | $ | 422,707 | |
Distributions per unit | | $ | 2.11 | | | $ | — | | | $ | 2.11 | | | $ | — | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Cash Flows
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | |
| | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | |
| | | | | | |
Cash flows from operating activities: | | | | | | |
Net increase (decrease) in members’ capital from operations: | | $ | (15,107 | ) | | $ | 19,096 | |
Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities: | | | | | | |
Purchases of investments | | | (2,223 | ) | | | (4,637 | ) |
Payment-in-kind interest capitalized | | | (4,924 | ) | | | (1,484 | ) |
Investments in affiliated money market fund, net | | | (18,079 | ) | | | 3,725 | |
Proceeds from sales of investments and principal repayments | | | 102,333 | | | | 7,190 | |
Net realized (gain) loss | | | 1,366 | | | | 29,094 | |
Net change in unrealized (appreciation) depreciation on investments | | | 40,198 | | | | (26,432 | ) |
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions | | | (43 | ) | | | 80 | |
Amortization of premium and accretion of discount, net | | | (1,197 | ) | | | (1,222 | ) |
Amortization of deferred financing costs | | | 619 | | | | 571 | |
Change in operating assets and liabilities: | | | | | | |
(Increase) decrease in interest and dividends receivable | | | 2,136 | | | | 1,023 | |
(Increase) decrease in other assets | | | 162 | | | | (114 | ) |
Increase (decrease) in interest and other debt expenses payable | | | (1,339 | ) | | | (5 | ) |
(Decrease) increase in management fees payable | | | (88 | ) | | | 21 | |
Increase in incentive fees payable | | | (2,666 | ) | | | 3,370 | |
Increase (decrease) in accrued expenses and other liabilities | | | 77 | | | | (14 | ) |
Net cash provided by operating activities | | $ | 101,225 | | | $ | 30,262 | |
Cash flows from financing activities: | | | | | | |
Distributions paid | | $ | (36,147 | ) | | $ | — | |
Financing costs paid | | | — | | | | (314 | ) |
Repayments of debt | | | (63,082 | ) | | | (25,483 | ) |
Net cash provided by (used for) financing activities | | $ | (99,229 | ) | | $ | (25,797 | ) |
Net increase in cash | | | 1,996 | | | | 4,465 | |
Effect of foreign exchange rate changes on cash and cash equivalents | | | (27 | ) | | | (57 | ) |
Cash, beginning of period | | | 11,340 | | | | 10,001 | |
Cash, end of period | | $ | 13,309 | | | $ | 14,409 | |
Supplemental and non-cash activities | | | | | | |
Interest expense paid | | $ | 2,380 | | | $ | 5,098 | |
Exchange of investments | | $ | 2,053 | | | $ | — | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of June 30, 2024
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate (3) | Reference Rate and
Spread (3) | Maturity | | Par(4) | | Cost | | Fair
Value | | Footnotes |
Debt Investments - 88.71% | | | | | | | | | | | | |
Canada - 3.61% | | | | | | | | | | | | |
1st Lien/Last-Out Unitranche (5) - 3.61% | | | | | | | | | | | | |
Doxim, Inc. | Financial Services | 12.44% | S + 7.00% | 06/01/26 | | $ | 5,768 | | $ | 5,708 | | $ | 5,552 | | (6) (7) |
Doxim, Inc. | Financial Services | 13.44% | S + 8.00% | 06/01/26 | | | 4,519 | | | 4,470 | | | 4,429 | | (6) (7) |
Doxim, Inc. | Financial Services | 13.44% | S + 8.00% | 06/01/26 | | | 3,356 | | | 3,322 | | | 3,289 | | (6) (7) |
Total 1st Lien/Last-Out Unitranche | | | | | | | | | 13,500 | | | 13,270 | | |
Total Canada | | | | | | | | $ | 13,500 | | $ | 13,270 | | |
United States - 85.10% | | | | | | | | | | | | |
1st Lien/Senior Secured Debt - 60.14% | | | | | | | | | | | | |
Acuity Specialty Products, Inc. (dba Zep Inc.) | Chemicals | 9.33% | S + 4.00% | 10/02/28 | | $ | 34,703 | | $ | 34,703 | | $ | 34,009 | | (6) (7) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 11.09% | S + 5.50% | 06/29/27 | | | 15,064 | | | 14,937 | | | 14,914 | | (6) (7) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | | S + 5.50% | 06/29/27 | | | 443 | | | (3 | ) | | (4 | ) | (6) (7) (8) |
CorePower Yoga LLC | Diversified Consumer Services | 11.34% | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 | | | 17,198 | | | 17,143 | | | 15,134 | | (6) (7) |
CorePower Yoga LLC | Diversified Consumer Services | | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 | | | 1,070 | | | (3 | ) | | (128 | ) | (6) (7) (8) |
Picture Head Midco LLC | Entertainment | 13.09% | S + 7.50% (Incl. 0.75% PIK) | 12/31/24 | | | 28,423 | | | 28,361 | | | 25,580 | | (6) (7) (9) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 11.71% | S + 6.25% | 07/02/25 | | | 18,723 | | | 18,656 | | | 18,630 | | (6) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) | Household Products | 14.21% | S + 8.75% | 09/21/26 | | | 24,899 | | | 24,483 | | | 19,919 | | (6) (7) |
Lithium Technologies, Inc. | Interactive Media & Services | | S + 9.00% (Incl. 4.50% PIK) | 01/03/25 | | | 64,778 | | | 64,001 | | | 32,389 | | (6) (7) (10) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.73% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 | | | 21,199 | | | 21,430 | | | 18,019 | | (6) (7) (9) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.73% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 | | | 1,547 | | | 1,540 | | | 1,315 | | (6) (7) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.72% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 | | | 774 | | | 784 | | | 658 | | (6) (7) (9) |
Xactly Corporation | IT Services | 12.70% | S + 7.25% | 07/31/25 | | | 40,879 | | | 40,638 | | | 40,674 | | (6) (7) |
Xactly Corporation | IT Services | | S + 7.25% | 07/31/25 | | | 2,554 | | | (14 | ) | | (13 | ) | (6) (7) (8) |
Total 1st Lien/Senior Secured Debt | | | | | | | | | 266,656 | | | 221,096 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate (3) | Reference Rate
and Spread (3) | Maturity | | Par(4) | | Cost | | Fair
Value | | Footnotes |
1st Lien/Last-Out Unitranche (5) - 14.14% | | | | | | | | | | | | |
Doxim, Inc. | Financial Services | 11.84% | S + 6.40% | 06/01/26 | | $ | 30,617 | | $ | 30,337 | | $ | 29,316 | | (6) (7) |
Doxim, Inc. | Financial Services | 11.83% | S + 6.40% | 06/01/26 | | | 23,681 | | | 23,466 | | | 22,674 | | (6) (7) |
Total 1st Lien/Last-Out Unitranche | | | | | | | | | 53,803 | | | 51,990 | | |
2nd Lien/Senior Secured Debt - 8.66% | | | | | | | | | | | | |
Wine.com, LLC | Beverages | 17.60% | S + 12.00% PIK | 04/03/27 | | $ | 6,497 | | $ | 6,797 | | $ | 6,984 | | (6) (7) |
Wine.com, LLC | Beverages | 17.32% | S + 12.00% PIK | 04/03/27 | | | 1,918 | | | 1,055 | | | 3,021 | | (6) (7) (8) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | | | 05/11/26 | | | 16,405 | | | — | | | — | | (6) (7) (11) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | | 10.00% PIK | 11/11/25 | | | 12,850 | | | 11,531 | | | 1,928 | | (6) (7) (10) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | 14.48% | S + 9.00% | 11/15/24 | | | 20,000 | | | 19,912 | | | 19,900 | | (7) |
Total 2nd Lien/Senior Secured Debt | | | | | | | | | 39,295 | | | 31,833 | | |
Unsecured Debt -2.16% | | | | | | | | | | | | |
Wine.com, Inc. | Beverages | | S + 15.00% PIK | 04/03/27 | | $ | 8,969 | | $ | — | | $ | — | | (6) (7) (10) |
Wine.com, Inc. | Beverages | | S + 15.00% PIK | 04/03/27 | | | 6,760 | | | 9,488 | | | — | | (6) (7) (10) |
Wine.com, Inc. | Beverages | | S + 15.00% PIK | 04/03/27 | | | 5,173 | | | 1,881 | | | — | | (6) (7) (10) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | 14.25% | 14.25% PIK | 12/21/24 | | | 8,156 | | | 8,153 | | | 7,952 | | (7) (9) |
Total Unsecured Debt | | | | | | | | | 19,522 | | | 7,952 | | |
Total United States | | | | | | | | $ | 379,276 | | $ | 312,871 | | |
Total Debt Investments | | | | | | | | $ | 392,776 | | $ | 326,141 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate(3) | Initial
Acquisition
Date(13) | | Shares(4) | | Cost | | Fair
Value | | Footnotes |
Equity Securities - 1.82% | | | | | | | | | | | |
United States - 1.82% | | | | | | | | | | | |
Common Stock - 0.91% | | | | | | | | | | | |
Elah Holdings, Inc. | Capital Markets | | 05/09/18 | | | 69,386 | | $ | 3,354 | | $ | 3,354 | | (6) (7) (11) (12) |
Country Fresh Holding Company Inc. | Food Products | | 04/29/19 | | | 986 | | | 1,232 | | | — | | (6) (7) (11) |
Total Common Stock | | | | | | | | 4,586 | | | 3,354 | | |
Preferred Stock - 0.89% | | | | | | | | | | | |
Wine.com, LLC | Beverages | | 11/14/18 | | | 337,425 | | $ | 2,900 | | $ | — | | (6) (7) (11) |
Wine.com, LLC | Beverages | | 03/03/21 | | | 78,199 | | | 1,933 | | | — | | (6) (7) (11) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | | 12/22/16 | | | 1,600 | | | 1,496 | | | 3,258 | | (7) (11) |
Total Preferred Stock | | | | | | | | 6,329 | | | 3,258 | | |
Warrants - 0.02% | | | | | | | | | | | |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 05/29/20 | | | 2,974 | | $ | 1,096 | | $ | — | | (6) (7) (11) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 05/29/20 | | | 311 | | | 115 | | | — | | (6) (7) (11) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 06/22/20 | | | 62 | | | 23 | | | — | | (6) (7) (11) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | | 12/22/16 | | | 44 | | | 104 | | | 96 | | (7) (11) |
Total Warrants | | | | | | | | 1,338 | | | 96 | | |
Total United States | | | | | | | $ | 12,253 | | $ | 6,708 | | |
Total Equity Securities | | | | | | | $ | 12,253 | | $ | 6,708 | | |
Total Investments - 90.53% | | | | $ | 405,029 | | $ | 332,849 | | |
Investments in Affiliated Money Market Fund - 19.57% | | | | | | | | | | | |
United States - 19.57% | | | | | | | | | | | |
Goldman Sachs Financial Square Government Fund - Institutional Shares | | | | | | 71,945,162 | | $ | 71,945 | | $ | 71,945 | | (14) (15) |
Total United States | | | | $ | 71,945 | | $ | 71,945 | | |
Total Investments in Affiliated Money Market Fund | | | | $ | 71,945 | | $ | 71,945 | | |
Total Investments and Investments in Affiliated Money Market Fund - 110.10% | | | | $ | 476,974 | | $ | 404,794 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of June 30, 2024 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
(1)Percentages are based on net assets.
(2)For Industry subtotal and percentage, see Note 4 "Investments".
(3)Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the SOFR including SOFR adjustment, if any, ("S") at the borrower's option, which reset periodically based on the terms of the credit agreement. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. As of June 30, 2024, 1 month S was 5.34% and 3 month S was 5.32%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2024.
(4)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 ("$" or "USD") unless otherwise noted, or Euros ("EUR").
(5)In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(6)Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(7)The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(8)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies".
(9)The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies".
(10)The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(11)Non-income producing security.
(12)As defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.
(13)Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of June 30, 2024, the aggregate fair value of these securities is $6,708 or 1.82% of the Company's net assets. The initial acquisition dates have been included for such securities.
(14)The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(15)The annualized seven-day yield as of June 30, 2024 is 5.21%.
PIK – Payment-In-Kind
| | | | | | |
ADDITIONAL INFORMATION | | | | |
Foreign currency forward contracts | | | | |
Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation
(Depreciation) | |
Bank of America, N.A. | U.S. Dollar 1,712 | Euro 1,692 | 10/04/24 | $ | (108 | ) |
| | | | $ | (108 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2023
(in thousands, except unit and per unit amounts)
| | | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate (3) | Reference Rate and
Spread (3) | Maturity | | Par(4) | | Cost | | Fair
Value | | Footnotes |
Debt Investments - 113.33% | | | | | | | | | | | | |
Canada - 3.27% | | | | | | | | | | | | |
1st Lien/Last-out Unitranche (5) - 3.27% | | | | | | | | | | | | |
Doxim, Inc. | Financial Services | 12.46% | S + 7.00% | 06/01/26 | | | 5,798 | | $ | 5,724 | | $ | 5,537 | | (6) (7) |
Doxim, Inc. | Financial Services | 13.46% | S + 8.00% | 06/01/26 | | | 4,543 | | | 4,482 | | | 4,429 | | (6) (7) (8) |
Doxim, Inc. | Financial Services | 13.46% | S + 8.00% | 06/01/26 | | | 3,374 | | | 3,331 | | | 3,289 | | (6) (7) |
Total 1st Lien/Last-Out Unitranche | | | | | | | | | 13,537 | | | 13,255 | | |
Total Canada | | | | | | | | $ | 13,537 | | $ | 13,255 | | |
United States - 110.06% | | | | | | | | | | | | |
1st Lien/Senior Secured Debt - 79.55% | | | | | | | | | | | | |
Acuity Specialty Products, Inc. (dba Zep Inc.) | Chemicals | 9.35% | S + 4.00% | 10/02/28 | | | 34,878 | | $ | 34,878 | | $ | 32,872 | | (6) (7) (8) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 11.14% | S + 5.50% | 06/29/27 | | | 15,142 | | | 14,996 | | | 14,763 | | (6) (7) (8) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | | P + 4.50% | 06/29/27 | | | 443 | | | (4 | ) | | (11 | ) | (6) (7) (9) |
CorePower Yoga LLC | Diversified Consumer Services | 11.36% | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 | | | 17,326 | | | 17,240 | | | 14,554 | | (6) (7) (8) |
CorePower Yoga LLC | Diversified Consumer Services | | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 | | | 1,070 | | | (5 | ) | | (171 | ) | (6) (7) (9) |
Picture Head Midco LLC | Entertainment | 12.89% | S + 7.25% | 12/31/24 | | | 28,490 | | | 28,298 | | | 27,351 | | (6) (7) (8) (10) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 11.72% | S + 6.25% | 07/02/25 | | | 18,822 | | | 18,722 | | | 18,775 | | (6) (8) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) | Household Products | 14.22% | S + 8.75% | 09/21/26 | | | 24,910 | | | 24,409 | | | 21,547 | | (6) (7) (8) |
Lithium Technologies, Inc. | Interactive Media & Services | 14.39% | S + 9.00% (Incl. 4.50% PIK) | 01/03/25 | | | 61,790 | | | 61,682 | | | 58,082 | | (6) (7) (8) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.95% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 | | | 20,250 | | | 20,311 | | | 19,237 | | (6) (7) (8) (10) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.82% | S + 9.25% (incl. 3.50% PIK) | 06/15/26 | | | 1,477 | | | 1,468 | | | 1,403 | | (6) (7) (8) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.92% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 | | | 740 | | | 744 | | | 703 | | (6) (7) (8) (10) |
Xactly Corporation | IT Services | 12.74% | S + 7.25% | 07/31/25 | | | 40,879 | | | 40,536 | | | 40,265 | | (6) (7) (8) |
Xactly Corporation | IT Services | | S + 7.25% | 07/31/25 | | | 2,554 | | | (20 | ) | | (38 | ) | (6) (7) (9) |
Diligent Corporation | Professional Services | 10.20% | E + 6.25% | 08/04/25 | EUR | | 23,236 | | | 26,770 | | | 25,587 | | (6) (7) (8) |
Diligent Corporation | Professional Services | 11.78% | S + 6.25% | 08/04/25 | | | 15,012 | | | 14,935 | | | 14,975 | | (6) (7) (8) |
Diligent Corporation | Professional Services | 11.76% | S + 6.25% | 08/04/25 | | | 1,900 | | | 1,014 | | | 1,021 | | (6) (7) (9) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 10.50% | S + 5.00% | 04/02/25 | | | 31,853 | | | 31,628 | | | 31,534 | | (6) (7) (8) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | | S + 5.00% | 04/02/25 | | | 2,800 | | | (17 | ) | | (28 | ) | (6) (7) (9) |
Total 1st Lien/Senior Secured Debt | | | | | | | | | 337,585 | | | 322,421 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except unit and per unit amounts)
| | | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate (3) | Reference Rate
and Spread (3) | Maturity | | Par(4) | | Cost | | Fair
Value | | Footnotes |
1st Lien/Last-Out Unitranche (5) - 12.73% | | | | | | | | | | | | |
Doxim, Inc. | Financial Services | 11.86% | S + 6.40% | 06/01/26 | | | 30,617 | | $ | 30,273 | | $ | 29,086 | | (6) (7) (8) |
Doxim, Inc. | Financial Services | 11.86% | S + 6.40% | 06/01/26 | | | 23,681 | | | 23,417 | | | 22,497 | | (6) (7) (8) |
Total 1st Lien/Last-Out Unitranche | | | | | | | | | 53,690 | | | 51,583 | | |
2nd Lien/Senior Secured Debt - 13.01% | | | | | | | | | | | | |
Wine.com, LLC | Beverages | 17.38% | S + 12.00% PIK | 04/03/27 | | | 5,950 | | $ | 6,335 | | $ | 6,307 | | (6) (7) (8) (10) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | | 10.00% PIK | 11/11/25 | | | 12,850 | | | 11,531 | | | 1,799 | | (6) (7) (8) (11) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | | | 05/11/26 | | | 16,405 | | | — | | | — | | (6) (7) (8) (12) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 | | | 10,500 | | | 10,395 | | | 10,447 | | (6) (7) (8) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 | | | 8,610 | | | 8,502 | | | 8,567 | | (6) (7) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 | | | 3,061 | | | 3,003 | | | 3,046 | | (6) (7) (8) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 | | | 2,700 | | | 2,671 | | | 2,687 | | (6) (7) (8) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | 14.50% | S + 9.00% | 11/15/24 | | | 20,000 | | | 19,796 | | | 19,900 | | (7) (8) |
Total 2nd Lien/Senior Secured Debt | | | | | | | | | 62,233 | | | 52,753 | | |
Unsecured Debt -4.77% | | | | | | | | | | | | |
Wine.com, Inc. | Beverages | 17.38% | S + 15.00% PIK | 04/03/27 | | | 6,101 | | $ | 9,165 | | $ | 9,349 | | (6) (7) (8) |
Wine.com, Inc. | Beverages | | S + 15.00% PIK | 04/03/27 | | | 4,669 | | | 1,881 | | | 2,043 | | (6) (7) (8) (11) |
Wine.com, Inc. | Beverages | | S + 15.00% PIK | 04/03/27 | | | 8,095 | | | — | | | — | | (6) (7) (8) (11) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | 14.25% | 14.25% PIK | 12/21/24 | | | 8,156 | | | 8,140 | | | 7,952 | | (7) (10) |
Total Unsecured Debt | | | | | | | | | 19,186 | | | 19,344 | | |
Total United States | | | | | | | | $ | 472,694 | | $ | 446,101 | | |
Total Debt Investments | | | | | | | | $ | 486,231 | | $ | 459,356 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except unit and per unit amounts)
| | | | | | | | | | | | | | |
Investment (1) | Industry (2) | Interest
Rate | Initial
Acquisition
Date(15) | | Shares(4) | | Cost | | Fair
Value | | Footnotes |
Equity Securities - 2.23% | | | | | | | | | | | |
United States - 2.23% | | | | | | | | | | | |
Common Stock - 1.45% | | | | | | | | | | | |
Elah Holdings, Inc. | Capital Markets | | 05/09/18 | | | 69,386 | | $ | 3,354 | | $ | 3,354 | | (6) (7) (12) (13) |
Country Fresh Holding Company Inc. | Food Products | | 04/29/19 | | | 986 | | | 1,232 | | | — | | (6) (7) (8) (12) |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B | Health Care Providers & Services | | 03/30/18 | | | 12,370 | | | 1,668 | | | 2,057 | | (6) (7) (13) |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units | Health Care Providers & Services | | 03/30/18 | | | 11,675 | | | 232 | | | 469 | | (6) (7) (13) (14) |
Total Common Stock | | | | | | | | 6,486 | | | 5,880 | | |
Preferred Stock - 0.76% | | | | | | | | | | | |
Wine.com, LLC | Beverages | | 11/14/18 | | | 337,425 | | $ | 2,900 | | $ | — | | (6) (7) (12) |
Wine.com, LLC | Beverages | | 03/03/21 | | | 78,199 | | | 1,933 | | | — | | (6) (7) (12) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | 11.00% PIK | 12/22/16 | | | 1,600 | | | 1,496 | | | 3,086 | | (7) (12) |
Total Preferred Stock | | | | | | | | 6,329 | | | 3,086 | | |
Warrants - 0.02% | | | | | | | | | | | |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 05/29/20 | | | 2,974 | | $ | 1,096 | | $ | — | | (6) (7) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 06/22/20 | | | 62 | | | 23 | | | — | | (6) (7) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products | | 05/29/20 | | | 311 | | | 115 | | | — | | (6) (7) (12) |
Recipe Acquisition Corp. (dba Roland Foods) | Food Products | | 12/22/16 | | | 44 | | | 104 | | | 80 | | (7) (12) |
Total Warrants | | | | | | | | 1,338 | | | 80 | | |
Total United States | | | | | | | $ | 14,153 | | $ | 9,046 | | |
Total Equity Securities | | | | | | | $ | 14,153 | | $ | 9,046 | | |
Total Investments - 115.56% | | | | $ | 500,384 | | $ | 468,402 | | |
Investments in Affiliated Money Market Fund - 13.29% | | | | | | | | | | | |
United States - 13.29% | | | | | | | | | | | |
Goldman Sachs Financial Square Government Fund - Institutional Shares | | | | | | 53,866,009 | | $ | 53,866 | | $ | 53,866 | | (8) (16) (17) |
Total United States | | | | $ | 53,866 | | $ | 53,866 | | |
Total Investments in Affiliated Money Market Fund | | | | $ | 53,866 | | $ | 53,866 | | |
Total Investments and Investments in Affiliated Money market fund - 128.85% | | | | $ | 554,250 | | $ | 522,268 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except unit and per unit amounts)
(1)Percentages are based on net assets.
(2)For Industry subtotal and percentage, see Note 4 "Investments."
(3)Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), Euribor ("E"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), 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 or 1 month L or S rates. As of December 31, 2023, 3 month E was 3.91%, 1 month S was 5.35%, 3 month S was 5.33% and P was 8.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023.
(4)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 USD unless otherwise noted, or EUR.
(5)In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.
(6)Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(7)The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(8)All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Revolving Credit Facility”). See Note 6 “Debt”.
(9)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies".
(10)The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies".
(11)The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".
(12)Non-income producing security.
(13)As defined in the Investment Company Act, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.
(14)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, 2023, the aggregate fair value of these securities is $469 or 0.09% of the Company’s total assets.
(15)Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $9,046 or 2.23% of the Company's net assets. The initial acquisition dates have been included for such securities.
(16)The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.
(17)The annualized seven-day yield as of December 31, 2023 is 5.25%.
PIK Payment-In-Kind
0
| | | | | | |
ADDITIONAL INFORMATION | | | | |
Foreign currency forward contracts | | | | |
Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation
(Depreciation) | |
Bank of America, N.A. | U.S. Dollar 1,712 | Euro 1,692 | 10/04/24 | $ | (178 | ) |
| | | | $ | (178 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Goldman Sachs Private Middle Market Credit LLC
Notes to the Consolidated Financial Statements
(in thousands, except unit and per unit amounts)
(Unaudited)
1. ORGANIZATION
Goldman Sachs Private Middle Market Credit LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit LLC or Goldman Sachs Private Middle Market Credit LLC together with its consolidated subsidiaries, as the context may require), was initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.
On May 6, 2016 (the “Initial Closing Date”), the Company began accepting subscription agreements (the “Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (the “Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.
The investment period commenced on the Initial Closing Date and continued through May 5, 2019. Following the end of the investment period, the Company has the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of Goldman Sachs Asset Management’s Private Credit Team (the “BDC Investment Committee”) prior to the expiration of the investment period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).
On May 3, 2023, the Board of Directors approved and authorized an extension of the Company's term from May 5, 2024 (the "Initial Expiration Date") to May 5, 2025. The term of the Company is 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 additional successive one-year periods from the Initial Expiration Date. Upon the request of the Board of Directors and the approval of a majority-in-interest of the unitholders of the Company (the "Unitholders"), the term of the Company may be further extended.
The Company has formed certain wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain investments, including equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s functional currency is U.S. dollars ("USD") and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on March 5, 2024. The results for the three and six months ended June 30, 2024 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 Blocker I, LLC (formerly known as My-On PMMC Blocker, LLC), PMMC Blocker II, LLC, PMMC Blocker III, LLC, PMMC Wine I, LLC and Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”). All significant intercompany transactions and balances have been eliminated in consolidation.
Revenue Recognition
The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
Accelerated amortization of upfront loan origination fees and unamortized discounts | | $ | 337 | | | $ | 1 | | | $ | 628 | | | $ | 10 | |
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 (as defined below) managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.
Certain structuring fees, amendment fees, syndication fees and 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. 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, 2024, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 21.5% and 10.3% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively. As of December 31, 2023, the Company had certain investments held in two portfolio companies on non-accrual status, which represented 2.7% and 0.8% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value, respectively.
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 price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company's assets, subject to the oversight of the Board of Directors, as described below:
(1)The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;
(2)The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;
(3)The Independent Valuation Advisors' preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors' valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;
(4)The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;
(5)The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and
(6)Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.
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, 2024 and December 31, 2023, the Company held an aggregate cash balance of $13,309 and $11,340. Foreign currency of $0 and $2,455 (acquisition cost of $0 and $2,428) is included in cash as of June 30, 2024 and December 31, 2023.
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 in the Consolidated Statements of Operations.
Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Derivatives
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and, as such, the Company recognizes its derivatives at fair value, and records changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.
Income Taxes
The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2016. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders. The Company will accrue excise tax on estimated undistributed taxable income as required.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.
Distributions
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, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. As described in Note 1 – “Organization,” the Company’s investment period ended on May 5, 2019. The Company has, and currently intends to continue to, make distributions of the net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments) until the Company’s term ends and the Company is dissolved. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
Deferred Financing Costs
Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the JPM Revolving Credit Facility. These costs were amortized using the straight-line method over the term of the JPM Revolving Credit Facility. Deferred financing costs related to the JPM Revolving Credit Facility were presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.
New Accounting Pronouncements
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company is assessing the impact of the new ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and disaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and adoption of this ASU will not have a material impact on the Company's consolidated financial statements.
3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
The Company entered into an investment advisory agreement effective as of April 11, 2016 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.
Management Fee
The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of the average of the 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 Company's NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests.
For the three and six months ended June 30, 2024, Management Fees amounted to $1,450 and $2,976. As of June 30, 2024, $1,450 remained payable. For the three and six months ended June 30, 2023, Management Fees amounted to $1,550 and $3,061.
Incentive Fee
Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an incentive fee (the “Incentive Fee”) as follows:
a)First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below);
b)Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned;
c)Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and
d)Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments.
The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.
In no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Company’s capital gains paid in respect of the Incentive Fee to exceed 20% of the Company’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from inception of the Company through the date of the proposed payment (the “Incentive Fee Cap”).
“Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders 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, 2024, the Company accrued unvested Incentive Fees of $(3,815) and $(2,666). As of June 30, 2024, $54,170 was payable in accordance with the terms of the Investment Advisory Agreement. For the three and six months ended June 30, 2023, the Company accrued unvested Incentive Fees of $2,156 and $3,370.
Expense Limitation
Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and six months ended June 30, 2024 and 2023, 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 to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and six months ended June 30, 2024, the Company incurred expenses for services provided by the Administrator and the Custodian of $136 and $277. As of June 30, 2024, $142 remained payable. For the three and six months ended June 30, 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $137 and $291.
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, 2024, the Company incurred expenses for services provided by the Transfer Agent of $22 and $45. As of June 30, 2024, $20 remained payable. For the three and six months ended June 30, 2023, the Company incurred expenses for services provided by the Transfer Agent of $19 and $37.
Affiliates
The table below presents the Company’s affiliated investments:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Beginning
Fair Value
Balance | | | Gross
Additions(1) | | | Gross
Reductions(2) | | | Net
Realized
Gain
(Loss) | | | Net Change
in
Unrealized
Appreciation
(Depreciation) | | | Ending
Fair
Value
Balance | | | Dividend,
Interest
and Other
Income | |
For the Six Months Ended June 30, 2024 | | | | | | | | | | | | | | | | | | | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs Financial Square Government Fund | | $ | 53,866 | | | $ | 144,918 | | | $ | (126,839 | ) | | $ | — | | | $ | — | | | $ | 71,945 | | | $ | 923 | |
Collaborative Imaging, LLC (dba Texas Radiology Associates) | | | 2,526 | | | | — | | | | (2,505 | ) | | | 605 | | | | (626 | ) | | | — | | | | 52 | |
Elah Holdings, Inc. | | | 3,354 | | | | — | | | | — | | | | — | | | | — | | | | 3,354 | | | | — | |
Total Non-Controlled Affiliates | | $ | 59,746 | | | $ | 144,918 | | | $ | (129,344 | ) | | $ | 605 | | | $ | (626 | ) | | $ | 75,299 | | | $ | 975 | |
For the Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | |
Non-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs Financial Square Government Fund | | $ | 62,374 | | | $ | 211,294 | | | $ | (219,802 | ) | | $ | — | | | $ | — | | | $ | 53,866 | | | $ | 2,666 | |
Collaborative Imaging, LLC (dba Texas Radiology Associates) | | | 3,019 | | | | — | | | | — | | | | — | | | | (493 | ) | | | 2,526 | | | | 166 | |
Elah Holdings, Inc. | | | 3,353 | | | | — | | | | — | | | | — | | | | 1 | | | | 3,354 | | | | — | |
Total Non-Controlled Affiliates | | $ | 68,746 | | | $ | 211,294 | | | $ | (219,802 | ) | | $ | — | | | $ | (492 | ) | | $ | 59,746 | | | $ | 2,832 | |
(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, 2024 and December 31, 2023, there were $49 and $19, respectively, included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.
Co-Investment Activity
In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (as amended, the “Relief”). On June 25, 2024, the SEC granted an amendment to the Relief, which permits the Company to participate in follow-on investments in the Company’s existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, have an investment in such existing portfolio company. Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with 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.
4. INVESTMENTS
The Company’s investments (excluding investments in money market funds, if any) consisted of the following:
| | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
Investment Type | | Cost | | | Fair Value | | | Cost | | | Fair Value | |
1st Lien/Senior Secured Debt | | $ | 266,656 | | | $ | 221,096 | | | $ | 337,585 | | | $ | 322,421 | |
1st Lien/Last-Out Unitranche | | | 67,303 | | | | 65,260 | | | | 67,227 | | | | 64,838 | |
2nd Lien/Senior Secured Debt | | | 39,295 | | | | 31,833 | | | | 62,233 | | | | 52,753 | |
Unsecured Debt | | | 19,522 | | | | 7,952 | | | | 19,186 | | | | 19,344 | |
Preferred Stock | | | 6,329 | | | | 3,258 | | | | 6,329 | | | | 3,086 | |
Common Stock | | | 4,586 | | | | 3,354 | | | | 6,486 | | | | 5,880 | |
Warrants | | | 1,338 | | | | 96 | | | | 1,338 | | | | 80 | |
Total | | $ | 405,029 | | | $ | 332,849 | | | $ | 500,384 | | | $ | 468,402 | |
The industry composition of the Company’s investments as a percentage of fair value and net assets was as follows:
| | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
Industry | | Fair Value | | | Net Assets | | | Fair Value | | | Net Assets | |
Financial Services | | | 19.6 | % | | | 17.7 | % | | | 19.1 | % | | | 22.1 | % |
Interactive Media & Services | | | 15.7 | | | | 14.2 | | | | 17.0 | | | | 19.6 | |
IT Services | | | 12.2 | | | | 11.1 | | | | 8.6 | | | | 9.9 | |
Chemicals | | | 10.2 | | | | 9.2 | | | | 7.0 | | | | 8.1 | |
Food Products | | | 9.4 | | | | 8.5 | | | | 6.6 | | | | 7.7 | |
Entertainment | | | 7.7 | | | | 7.0 | | | | 5.8 | | | | 6.8 | |
Household Products | | | 6.0 | | | | 5.4 | | | | 4.6 | | | | 5.3 | |
Health Care Equipment & Supplies | | | 5.6 | | | | 5.1 | | | | 4.0 | | | | 4.6 | |
Commercial Services & Supplies | | | 4.5 | | | | 4.1 | | | | 3.2 | | | | 3.6 | |
Diversified Consumer Services | | | 4.5 | | | | 4.1 | | | | 3.1 | | | | 3.6 | |
Beverages | | | 3.0 | | | | 2.7 | | | | 3.8 | | | | 4.4 | |
Capital Markets | | | 1.0 | | | | 0.9 | | | | 0.7 | | | | 0.8 | |
Building Products | | | 0.6 | | | | 0.5 | | | | 0.4 | | | | 0.4 | |
Professional Services | | | — | | | | — | | | | 8.9 | | | | 10.3 | |
Transportation Infrastructure | | | — | | | | — | | | | 6.7 | | | | 7.8 | |
Health Care Providers & Services | | | — | | | | — | | | | 0.5 | | | | 0.6 | |
Total | | | 100.0 | % | | | 90.5 | % | | | 100.0 | % | | | 115.6 | % |
The geographic composition of the Company’s investments at fair value was as follows:
| | | | | | | | |
Geographic | | June 30, 2024 | | | December 31, 2023 | |
United States | | | 96.0 | % | | | 97.2 | % |
Canada | | | 4.0 | | | | 2.8 | |
Total | | | 100.0 | % | | | 100.0 | % |
5. FAIR VALUE MEASUREMENT
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
| |
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 | Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
| |
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. |
The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of June 30, 2024 and December 31, 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.
| | | | | | | | | | | | |
Level 3 Instruments | | Fair Value(1)(2) | | | Valuation Techniques(3) | | Significant Unobservable Inputs | | Range(4) of Significant Unobservable Inputs | | Weighted Average(5) |
As of June 30, 2024 | | | | | | | | | | | |
Bank Loans, Corporate Debt, and Other Debt Obligations |
1st Lien/Senior Secured Debt | $ | | 170,077 | | | Discounted cash flows | | Discount Rate | | 8.3% - 36.0% | | 19.0% |
| $ | | 32,389 | | | Comparable multiples | | EV/Revenue | | — | | 1.9x |
1st Lien/Last-Out Unitranche | $ | | 65,260 | | | Discounted cash flows | | Discount Rate | | — | | 13.4% |
2nd Lien/Senior Secured Debt | $ | | 29,905 | | | Discounted cash flows | | Discount Rate | | 11.6% - 17.2% | | 15.3% |
| $ | | 1,928 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 8.5x |
Unsecured Debt | $ | | 7,952 | | | Discounted cash flows | | Discount Rate | | — | | 19.6% |
Equity |
Preferred Stock | $ | | 3,258 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 12.2x |
Common Stock | $ | | 3,354 | | | Discounted cash flows | | Discount Rate | | — | | 29.5% |
Warrants | $ | | 96 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 12.2x |
| | | | | | | | | | | | |
As of December 31, 2023 | | | | | | | | | | | |
Bank Loans, Corporate Debt, and Other Debt Obligations |
1st Lien/Senior Secured Debt | $ | | 303,646 | | | Discounted cash flows | | Discount Rate | | 8.8% - 23.6% | | 14.1% |
1st Lien/Last-Out Unitranche | $ | | 64,838 | | | Discounted cash flows | | Discount Rate | | — | | 12.6% |
2nd Lien/Senior Secured Debt | $ | | 50,954 | | | Discounted cash flows | | Discount Rate | | 12.4% - 16.9% | | 13.4% |
| $ | | 1,799 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 8.3x |
Unsecured Debt | $ | | 13,641 | | | Discounted cash flows | | Discount Rate | | 17.1% - 20.3% | | 18.4% |
| $ | | 5,703 | | | Comparable multiples | | EV/Revenue | | — | | 0.4x |
Equity |
Preferred Stock | $ | | 3,086 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 11.0x |
Common Stock | $ | | 5,880 | | | Discounted cash flows | | Discount Rate | | 16.8% - 29.7% | | 25.0% |
Warrants | $ | | 80 | | | Comparable multiples | | EV/EBITDA(6) | | — | | 11.0x |
(1)As of June 30, 2024, included within Level 3 assets of $314,219 is an amount of $0 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $273,194 or 88.8% of Level 3 bank loans, corporate debt, and other debt obligations.
(2)As of December 31, 2023, included within Level 3 assets of $449,627 is an amount of $0 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $433,079 or 98.3% of Level 3 bank loans, corporate debt, and other debt obligations.
(3)The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.
(4)The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.
(5)Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.
(6)Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.
The following is a summary of the Company’s assets categorized within the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
1st Lien/Senior Secured Debt | | $ | — | | | $ | 18,630 | | | $ | 202,466 | | | $ | 221,096 | | | $ | — | | | $ | 18,775 | | | $ | 303,646 | | | $ | 322,421 | |
1st Lien/Last-Out Unitranche | | | — | | | | — | | | | 65,260 | | | | 65,260 | | | | — | | | | — | | | | 64,838 | | | | 64,838 | |
2nd Lien/Senior Secured Debt | | | — | | | | — | | | | 31,833 | | | | 31,833 | | | | — | | | | — | | | | 52,753 | | | | 52,753 | |
Unsecured Debt | | | — | | | | — | | | | 7,952 | | | | 7,952 | | | | — | | | | — | | | | 19,344 | | | | 19,344 | |
Preferred Stock | | | — | | | | — | | | | 3,258 | | | | 3,258 | | | | — | | | | — | | | | 3,086 | | | | 3,086 | |
Common Stock | | | — | | | | — | | | | 3,354 | | | | 3,354 | | | | — | | | | — | | | | 5,880 | | | | 5,880 | |
Warrants | | | — | | | | — | | | | 96 | | | | 96 | | | | — | | | | — | | | | 80 | | | | 80 | |
Affiliated Money Market Fund | | | 71,945 | | | | — | | | | — | | | | 71,945 | | | | 53,866 | | | | — | | | | — | | | | 53,866 | |
Total assets | | $ | 71,945 | | | $ | 18,630 | | | $ | 314,219 | | | $ | 404,794 | | | $ | 53,866 | | | $ | 18,775 | | | $ | 449,627 | | | $ | 522,268 | |
Unrealized appreciation (depreciation) on foreign currency forward contracts | | $ | — | | | $ | (108 | ) | | $ | — | | | $ | (108 | ) | | $ | — | | | $ | (178 | ) | | $ | — | | | $ | (178 | ) |
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(2) | | Transfers
Out(2) | | Ending
Balance | | Net Change
in
Unrealized
Appreciation
(Depreciation)
for assets
still held | |
For the Six Months Ended June 30, 2024 | | | | | | | | | | | | | |
1st Lien/Senior Secured Debt | $ | 303,646 | | $ | 7,088 | | $ | (1,971 | ) | $ | (30,317 | ) | $ | (76,841 | ) | $ | 861 | | $ | — | | $ | — | | $ | 202,466 | | $ | (31,558 | ) |
1st Lien/Last-Out Unitranche | | 64,838 | | | — | | | — | | | 346 | | | (71 | ) | | 147 | | | — | | | — | | | 65,260 | | | 346 | |
2nd Lien/Senior Secured Debt | | 52,753 | | | 1,574 | | | — | | | 2,018 | | | (24,871 | ) | | 359 | | | — | | | — | | | 31,833 | | | 2,194 | |
Unsecured Debt | | 19,344 | | | 538 | | | — | | | (11,728 | ) | | — | | | (202 | ) | | — | | | — | | | 7,952 | | | (11,728 | ) |
Preferred Stock | | 3,086 | | | — | | | — | | | 172 | | | — | | | — | | | — | | | — | | | 3,258 | | | 172 | |
Common Stock | | 5,880 | | | — | | | 605 | | | (626 | ) | | (2,505 | ) | | — | | | — | | | — | | | 3,354 | | | — | |
Warrants | | 80 | | | — | | | — | | | 16 | | | — | | | — | | | — | | | — | | | 96 | | | 16 | |
Total assets | $ | 449,627 | | $ | 9,200 | | $ | (1,366 | ) | $ | (40,119 | ) | $ | (104,288 | ) | $ | 1,165 | | $ | — | | $ | — | | $ | 314,219 | | $ | (40,558 | ) |
For the Six Months Ended June 30, 2023 | | | | | | | | | | | | | |
1st Lien/Senior Secured Debt | $ | 294,059 | | $ | 6,283 | | $ | (8 | ) | $ | (3,051 | ) | $ | (6,951 | ) | $ | 711 | | $ | — | | $ | — | | $ | 291,043 | | $ | (3,050 | ) |
1st Lien/Last-Out Unitranche | | 64,320 | | | — | | | — | | | (337 | ) | | (71 | ) | | 200 | | | — | | | — | | | 64,112 | | | (337 | ) |
2nd Lien/Senior Secured Debt | | 67,361 | | | (162 | ) | | (28,186 | ) | | 28,752 | | | (70 | ) | | 164 | | | — | | | — | | | 67,859 | | | 496 | |
Unsecured Debt | | 6,996 | | | — | | | — | | | (8 | ) | | — | | | 8 | | | — | | | — | | | 6,996 | | | (8 | ) |
Preferred Stock | | 5,305 | | | — | | | — | | | (1,287 | ) | | — | | | — | | | — | | | — | | | 4,018 | | | (1,287 | ) |
Common Stock | | 8,816 | | | — | | | (900 | ) | | 2,620 | | | — | | | — | | | — | | | — | | | 10,536 | | | 1,720 | |
Warrants | | 90 | | | — | | | — | | | (41 | ) | | — | | | — | | | — | | | — | | | 49 | | | (41 | ) |
Total assets | $ | 446,947 | | $ | 6,121 | | $ | (29,094 | ) | $ | 26,648 | | $ | (7,092 | ) | $ | 1,083 | | $ | — | | $ | — | | $ | 444,613 | | $ | (2,507 | ) |
(1)Purchases may include PIK, capitalized fees, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.
(2)Transfers in (out) of Level 3 are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.
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, 2024 and December 31, 2023, approximates its carrying value because the JPM Revolving Credit Facility has variable interest based on selected short-term rates.
6. DEBT
In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). As of June 30, 2024, the JPM Revolving Credit Facility had been fully repaid and was terminated, and as a result, there were no senior securities outstanding. As of December 31, 2023, the Company's asset coverage ratio based on the aggregate amount outstanding of senior securities (which included the JPM Revolving Credit Facility prior to its termination) was 726%.
The Company’s outstanding debt was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
| | Aggregate
Borrowing
Amount
Committed | | | Amount
Available | | | Carrying
Value | | | Aggregate
Borrowing
Amount
Committed | | | Amount
Available | | | Carrying
Value | |
JPM Revolving Credit Facility(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 64,630 | | | $ | — | | | $ | 63,082 | |
(1)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2024, the Company had no borrowings outstanding. As of December 31, 2023, the Company had outstanding borrowings denominated in USD of $35,593 and in Euros of EUR 24,900.
The weighted average interest rates of the aggregate borrowings outstanding for the six months ended June 30, 2024 was 7.96% and for the year ended December 31, 2023 was 8.10%. The weighted average debt of the aggregate borrowings outstanding for the six months ended June 30, 2024 was $27,125 and for the year ended December 31, 2023 was $109,240.
JPM Revolving Credit Facility
On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.
Borrowings under the JPM Revolving Credit Facility bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and (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%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin was 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.
The JPM Revolving Credit Facility was a multicurrency facility. As of June 30, 2024, the total commitments under the JPM Revolving Credit Facility were $0. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility were 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 were non-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility was limited to the value of the Company’s investment in SPV.
In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if the Company was no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.
Costs of $8,557 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition, which have been amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of June 30, 2024 and December 31, 2023, outstanding deferred financing costs were $0 and $619.
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,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
Borrowing interest expense | | $ | 204 | | | $ | 2,543 | | | $ | 1,074 | | | $ | 5,101 | |
Facility fees | | | (5 | ) | | | 19 | | | | 15 | | | | 42 | |
Amortization of financing costs | | | 446 | | | | 240 | | | | 619 | | | | 571 | |
Total | | $ | 645 | | | $ | 2,802 | | | $ | 1,708 | | | $ | 5,714 | |
Weighted average interest rate | | | 7.53 | % | | | 8.10 | % | | | 7.96 | % | | | 7.83 | % |
Average outstanding balance | | $ | 10,858 | | | $ | 125,976 | | | $ | 27,125 | | | $ | 131,362 | |
7. DERIVATIVES
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Financial Condition as due to/due from broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.
For the three and six months ended June 30, 2024, the Company’s average USD notional exposure to foreign currency forward contracts was $1,712 and $1,712 and for the three and six months ended June 2023, the Company’s average USD notional exposure to foreign currency forward contracts was $1,712 and $1,712.
The Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Financial Condition, all of which are with Bank of America, N.A., was as follows:
| | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | | |
Gross Amount of Assets | | $ | — | | | $ | — | | |
Gross Amount of Liabilities | | | (108 | ) | | | (178 | ) | |
Net Amount of Assets or (Liabilities) | | $ | (108 | ) | | $ | (178 | ) | |
Collateral (Received) Pledged (1) | | | — | | | | — | | |
Net Amounts (2) | | $ | (108 | ) | | $ | (178 | ) | |
(1)Amount excludes excess cash collateral paid, if any.
(2)Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.
The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts | | | 20 | | | | (15 | ) | | | 70 | | | | (23 | ) |
Total net realized and unrealized gains (losses) on foreign currency forward contracts | | $ | 20 | | | $ | (15 | ) | | $ | 70 | | | $ | (23 | ) |
8. COMMITMENTS AND CONTINGENCIES
Capital Commitments
The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
| | Capital
Commitments | | | Unfunded
Capital
Commitments | | | % of Capital
Commitments
Funded | | | Capital
Commitments | | | Unfunded
Capital
Commitments | | | % of Capital
Commitments
Funded | |
Common Units | | $ | 1,097,430 | | | $ | 60,359 | | | | 95 | % | | $ | 1,097,430 | | | $ | 60,359 | | | | 95 | % |
Portfolio Company Commitments
The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to transaction-related contingencies. As of June 30, 2024, 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 | |
| | | June 30, 2024 | | | | December 31, 2023 | |
1st Lien/Senior Secured Debt | | | | | | | | |
CorePower Yoga LLC | | $ | | 1,071 | | | $ | | 1,071 | |
Diligent Corporation | | | | — | | | | | 874 | |
Internet Truckstop Group, LLC (dba Truckstop) | | | | — | | | | | 2,800 | |
VRC Companies, LLC (dba Vital Records Control) | | | | 443 | | | | | 443 | |
Xactly Corporation | | | | 2,554 | | | | | 2,554 | |
Total 1st Lien/Senior Secured Debt | | $ | | 4,068 | | | $ | | 7,742 | |
2nd Lien/Senior Secured Debt | | | | | | | | |
Wine.com, LLC | | $ | | 863 | | | $ | | — | |
Total 2nd Lien/Senior Secured Debt | | $ | | 863 | | | $ | | — | |
Total | | $ | | 4,931 | | | $ | | 7,742 | |
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.
9. MEMBERS’ CAPITAL
Capital Drawdowns
The Company did not issue a capital drawdown for the three and six months ended June 30, 2024 and 2023.
Distributions
The following table reflects the distributions declared on the Company’s common Units for the three and six months ended June 30, 2024.
| | | | | | | | | |
Date Declared | | Record Date | | Payment Date | | Amount Per Unit | | |
For the Six Months Ended June 30, 2024 | | | | | | |
February 27, 2024 | | April 2, 2024 | | May 8, 2024 | | $ | 2.11 | | (1) |
May 1, 2024 | | July 2, 2024 | | August 5, 2024 | | $ | 9.00 | | (2) |
(1) $0.93 is considered a return of capital distribution.
(2) $8.12 is considered a return of capital distribution.
The Company did not declare a distribution for the three and six months ended June 30, 2023.
10. EARNINGS (LOSS) 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,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | | | | | | | | | | | |
Net increase (decrease) in Members’ Capital from operations | | $ | (21,620 | ) | | $ | 12,215 | | | $ | (15,107 | ) | | $ | 19,096 | |
Weighted average Units outstanding | | | 10,687,877 | | | | 10,687,877 | | | | 10,687,877 | | | | 10,687,877 | |
Basic and diluted earnings (loss) per unit | | $ | (2.02 | ) | | $ | 1.14 | | | $ | (1.41 | ) | | $ | 1.79 | |
Diluted earnings (loss) per unit equal basic earnings (loss) per unit because there were no common unit equivalents outstanding during the period presented.
11. FINANCIAL HIGHLIGHTS
The below table presents the schedule of financial highlights of the Company:
| | | | | | | | | |
| | For the Six Months Ended |
| | June 30, 2024 | | | June 30, 2023 | | |
Per Unit Data:(1) | | | | | | | |
NAV, beginning of period | | $ | 37.92 | | | $ | 37.76 | | |
Net investment income | | | 2.37 | | | | 2.07 | | |
Net realized and unrealized gains (losses)(2) | | | (3.78 | ) | | | (0.29 | ) | |
Income tax provision, realized and unrealized gains | | | — | | | | 0.01 | | |
Net increase (decrease) in Members' Capital from operations(2) | | | (1.41 | ) | | | 1.79 | | |
Distributions recorded: | | | | | | | |
From return of capital | | | (0.93 | ) | | | — | | |
From net investment income | | | (1.18 | ) | | | — | | |
Total distributions recorded | | | (2.11 | ) | | | — | | |
Total increase (decrease) in Members' Capital | | | (3.52 | ) | | | 1.79 | | |
NAV, end of period | | $ | 34.40 | | | $ | 39.55 | | |
Units outstanding, end of period | | | 10,687,877 | | | | 10,687,877 | | |
Weighted average units outstanding | | | 10,687,877 | | | | 10,687,877 | | |
Total return based on NAV(3) | | | (3.72 | )% | | | 4.74 | % | |
Supplemental Data/Ratio(4): | | | | | | | |
Members’ Capital, end of period | | $ | 367,659 | | | $ | 422,707 | | |
Ratio of expenses (without incentive fees and interest and other debt expenses) to average Members’ Capital | | | 2.09 | % | | | 2.00 | % | |
Ratio of interest and other debt expenses to average Members’ Capital | | | 0.86 | % | | | 2.80 | % | |
Ratio of incentive fees to average Members’ Capital | | | (0.67 | )% | | | 0.82 | % | |
Ratio of total expenses to average Members’ Capital | | | 2.28 | % | | | 5.62 | % | |
Ratio of net investment income to average Members’ Capital | | | 12.09 | % | | | 11.69 | % | |
Portfolio turnover | | | 1 | % | | | 1 | % | |
(1)The per unit data was derived by using the weighted average units outstanding during the applicable period, except for distributions recorded, which reflects the actual amount of distributions recorded per unit for the applicable period.
(2)The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the distribution.
(3)Calculated as the change in NAV per unit during the period plus dividends recorded per unit, divided by the beginning NAV per unit.
(4)Annualized, except for, as applicable, unvested Incentive Fees.
12. SUBSEQUENT EVENTS
Subsequent events after the date of the Consolidated Statements of Financial Condition have been evaluated through the date the consolidated financial statements were issued. Other than the item discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
The Company will pay a distribution equal to an amount up to the Company’s taxable earnings per unit, including net investment income (if positive) for the period July 1, 2024 through September 30, 2024, payable on or about October 29, 2024 to Unitholders of record as of October 2, 2024.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit LLC or Goldman Sachs Private Middle Market Credit LLC, together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer 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 that has been 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 as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through June 30, 2024, we originated approximately $2.33 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We have sought to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
“Unitranche” loans are first lien loans that extend deeper in a borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first-out” portion of a unitranche loan while we retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.
During our investment period, we sought 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 other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we could not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that were not private middle-market credit obligations and related instruments. To the extent we determined to invest indirectly in private middle-market credit obligations and related instruments, we would invest through certain synthetic instruments, including derivatives that had 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 (the "Unitholders") at least 60 days prior to any change to the 80% investment policy described above.
We have also originated “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans
may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.
We expect that at least 70% of our total assets will be invested, directly or indirectly, 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 has been focused 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—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2023.
KEY COMPONENTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Revenues
We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which 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.
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 our 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;
•fees and expenses associated with calculating our 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;
•the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
•costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.
Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of Units.
We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Leverage
We may 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 200% after such borrowing (or 150% if certain requirements are met). As of June 30, 2024, the JPM Revolving Credit Facility had been fully repaid and was terminated, and as a result, there were no senior securities outstanding. As of December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which included the JPM Revolving Credit Facility prior to its termination) was 726%. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as us, an offer to repurchase shares held by the BDC’s stockholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if shareholders approve a proposal to do so. If a BDC receives shareholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. 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. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the "Board of Directors" or the "Board") 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 |
| | June 30, 2024 | | | December 31, 2023 |
| | Amortized
Cost | | | Fair
Value | | | Amortized
Cost | | | Fair
Value | | |
| | ($ in millions) |
First Lien/Senior Secured Debt | | $ | 266.66 | | | $ | 221.10 | | | $ | 337.58 | | | $ | 322.42 | | |
First Lien/Last-Out Unitranche | | | 67.30 | | | | 65.26 | | | | 67.23 | | | | 64.84 | | |
Second Lien/Senior Secured Debt | | | 39.29 | | | | 31.83 | | | | 62.23 | | | | 52.75 | | |
Unsecured Debt | | | 19.52 | | | | 7.95 | | | | 19.18 | | | | 19.34 | | |
Preferred Stock | | | 6.33 | | | | 3.26 | | | | 6.33 | | | | 3.09 | | |
Common Stock | | | 4.59 | | | | 3.35 | | | | 6.49 | | | | 5.88 | | |
Warrants | | | 1.34 | | | | 0.10 | | | | 1.34 | | | | 0.08 | | |
Total investments | | $ | 405.03 | | | $ | 332.85 | | | $ | 500.38 | | | $ | 468.40 | | |
The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:
| | | | | | | | | | | | | | | | |
| | As of | |
| | June 30, 2024 | | | December 31, 2023 | |
| | Amortized
Cost | | | Fair Value | | | Amortized
Cost | | | Fair Value | |
Weighted Average Yield(1) | | | | | | | | | | | | |
First Lien/Senior Secured Debt(2) | | | 9.8 | % | | | 16.6 | % | | | 12.8 | % | | | 15.7 | % |
First Lien/Last-Out Unitranche(2)(3) | | | 13.2 | | | | 15.1 | | | | 13.2 | | | | 15.0 | |
Second Lien/Senior Secured Debt(2) | | | 12.2 | | | | 14.8 | | | | 12.7 | | | | 14.7 | |
Unsecured Debt(2) | | | 5.6 | | | | 18.6 | | | | 15.2 | | | | 15.9 | |
Preferred Stock(4) | | | — | | | | — | | | | — | | | | — | |
Common Stock(4) | | | — | | | | — | | | | — | | | | — | |
Warrants(4) | | | — | | | | — | | | | — | | | | — | |
Total Portfolio | | | 10.1 | % | | | 15.9 | % | | | 12.6 | % | | | 15.2 | % |
(1)The weighted average yield of our portfolio does not represent the total return to our Unitholders.
(2)Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.
(3)The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.
(4)Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.
The decrease in total portfolio yield at cost was primarily driven by Lithium Technologies, Inc. and Wine.com being placed on non-accrual status. Within First Lien/Senior Secured Debt, the decrease in weighted average yield at cost was primarily driven by Lithium Technologies, Inc. being placed on non-accrual status. Within Unsecured Debt, the decrease in weighted average yield at cost and increase in fair value was primarily driven by Wine.com being placed on non-accrual status and its underperformance.
The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):
| | | | | | | | |
| As of | |
| June 30,
2024 | | December 31,
2023 | |
Number of portfolio companies | | | 15 | | | | 19 | |
Percentage of performing debt bearing a floating rate(1) | | | 97.3 | % | | | 98.3 | % |
Percentage of performing debt bearing a fixed rate(1)(2) | | | 2.7 | % | | | 1.7 | % |
Weighted average leverage (net debt/EBITDA)(3) | | 6.6x | | | 6.5x | |
Weighted average interest coverage(3) | | 1.3x | | | 1.3x | |
Median EBITDA(3) | $ | 61.73 million | | $ | 61.92 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 June 30, 2024 and December 31, 2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 13.0% and 25.2%, of total debt investments at fair value.
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 portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
•Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;
•Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;
•Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and
•Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.
Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, our 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, 2024 | | | December 31, 2023 | |
Investment Performance Rating | | Fair Value | | | Percentage of
Total | | | Fair Value | | | Percentage of
Total | |
| | (in millions) | | | (in millions) | |
Grade 1 | | $ | — | | | | — | % | | $ | 24.75 | | | | 5.3 | % |
Grade 2 | | | 233.61 | | | | 70.2 | | | | 308.80 | | | | 65.9 | |
Grade 3 | | | 64.92 | | | | 19.5 | | | | 131.01 | | | | 28.0 | |
Grade 4 | | | 34.32 | | | | 10.3 | | | | 3.84 | | | | 0.8 | |
Total Investments | | $ | 332.85 | | | | 100.0 | % | | $ | 468.40 | | | | 100.0 | % |
The decrease in investments with a grade 1 investment performance rating was driven by the exit of an investment with an aggregate fair value of $24.75 million. The increase in investments with a grade 4 investment performance rating was driven by investments with an aggregate fair value of $32.39 million being downgraded from grade 3 investment performance rating due to financial 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 | |
| | June 30, 2024 | | | December 31, 2023 | |
| | Amortized
Cost | | | Percentage of
Total | | | Amortized
Cost | | | Percentage of
Total | |
| | (in millions) | | | (in millions) | |
Performing | | $ | 318.13 | | | | 78.5 | % | | $ | 486.97 | | | | 97.3 | % |
Non-accrual | | | 86.90 | | | | 21.5 | | | | 13.41 | | | | 2.7 | |
Total Investments | | $ | 405.03 | | | | 100.0 | % | | $ | 500.38 | | | | 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.
The following table shows our investment activity by investment type(1):
| | | | | | | | | |
| | For the Three Months Ended |
| | June 30,
2024 | | | June 30,
2023 | | |
| | ($ in millions) |
Amount of investments committed at cost: | | | | | | | |
Second Lien/Senior Secured Debt | | $ | 1.92 | | | $ | — | | |
Total | | $ | 1.92 | | | $ | — | | |
Proceeds from investments sold or repaid: | | | | | | | |
First Lien/Senior Secured Debt | | $ | 74.27 | | | $ | 0.43 | | |
First Lien/Last-Out Unitranche | | | 0.04 | | | | 0.04 | | |
Total | | $ | 74.31 | | | $ | 0.47 | | |
Net increase (decrease) in portfolio | | $ | (72.39 | ) | | $ | (0.47 | ) | |
Number of existing portfolio companies with new investment commitments | | | 1 | | | | — | | |
Total new investment commitment amount in existing portfolio companies | | $ | 1.92 | | | $ | — | | |
Weighted average remaining term for new investment commitments (in years)(2) | | | 2.8 | | | | — | | |
Percentage of new debt investment commitments at cost for floating interest rates | | | 100.0 | % | | N/A | | |
Percentage of new debt investment commitments at cost for fixed interest rates | | | 0.0 | % | | N/A | | |
Weighted average yield on new debt and income producing investment commitments(3) | | | 17.3 | % | | N/A | | |
Weighted average yield on new investment commitments(4) | | | 17.3 | % | | N/A | | |
Weighted average yield on debt and income producing investments sold or repaid(5) | | | 10.5 | % | | | 12.2 | % | |
Weighted average yield on investments sold or repaid(6) | | | 10.5 | % | | | 12.2 | % | |
(1)New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.
(2)Calculated as of the end of the relevant period and the maturity date of the individual investments.
(3)Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(4)Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(5)Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual.
(6)Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.
RESULTS OF OPERATIONS
Our operating results were as follows:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | ($ in millions) | | | | | | | |
Total investment income | | $ | 12.14 | | | $ | 17.93 | | | $ | 28.51 | | | $ | 35.36 | |
Net expenses | | | (1.14 | ) | | | 6.97 | | | | 3.19 | | | | 13.19 | |
Net investment income | | | 13.28 | | | | 10.96 | | | | 25.32 | | | | 22.17 | |
Net realized gain (loss) on investments | | | (1.97 | ) | | | — | | | | (1.37 | ) | | | (29.09 | ) |
Net unrealized appreciation (depreciation) on investments | | | (33.47 | ) | | | 1.35 | | | | (40.20 | ) | | | 26.43 | |
Net realized and unrealized gain (losses) on forward contracts, translations and transactions | | | 0.53 | | | | (0.18 | ) | | | 1.16 | | | | (0.52 | ) |
Income tax (provision) benefit, realized and unrealized gain/loss | | | 0.01 | | | | 0.09 | | | | (0.02 | ) | | | 0.11 | |
Net increase (decrease) in Members’ Capital from operations | | $ | (21.62 | ) | | $ | 12.22 | | | $ | (15.11 | ) | | $ | 19.10 | |
Net increase (decrease) in members’ capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.
Investment Income
Our investment income was as follows:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | ($ in millions) | | | | | | | |
Interest | | $ | 9.42 | | | $ | 16.27 | | | $ | 22.62 | | | $ | 31.97 | |
Payment-in-kind | | | 2.22 | | | | 0.91 | | | | 4.73 | | | | 1.89 | |
Dividend income | | | 0.47 | | | | 0.71 | | | | 0.97 | | | | 1.38 | |
Other income | | | 0.03 | | | | 0.04 | | | | 0.19 | | | | 0.12 | |
Total investment income | | $ | 12.14 | | | $ | 17.93 | | | $ | 28.51 | | | $ | 35.36 | |
In the table above:
•Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $16.27 million and $31.97 million for the three and six months ended June 30, 2023 to $9.42 million and $22.62 million for the three and six months ended June 30, 2024, primarily due to a decrease in the size of our portfolio as the Company continues to wind down.
•PIK income from investments increased from $0.91 million and $1.89 million for the three and six months ended June 30, 2023 to $2.22 million and $4.73 million for the three and six months ended June 30, 2024, primarily due to the increase in the number of investments earning PIK income.
Expenses
Our expenses were as follows:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | ($ in millions) | | | | | | | |
Interest and other debt expenses | | $ | 0.65 | | | $ | 2.80 | | | $ | 1.71 | | | $ | 5.72 | |
Management fees | | | 1.45 | | | | 1.55 | | | | 2.98 | | | | 3.06 | |
Incentive fees | | | (3.82 | ) | | | 2.16 | | | | (2.67 | ) | | | 3.37 | |
Professional fees | | | 0.28 | | | | 0.18 | | | | 0.53 | | | | 0.45 | |
Administration and custodian fees | | | 0.14 | | | | 0.14 | | | | 0.28 | | | | 0.29 | |
Directors’ fees | | | 0.05 | | | | 0.05 | | | | 0.10 | | | | 0.10 | |
Other general and administrative expenses | | | 0.11 | | | | 0.09 | | | | 0.26 | | | | 0.20 | |
Total expenses | | $ | (1.14 | ) | | $ | 6.97 | | | $ | 3.19 | | | $ | 13.19 | |
In the table above:
•Interest and other debt expenses decreased from $2.80 million and $5.72 million for the three and six months ended June 30, 2023 to $0.65 million and $1.71 million for the three and six months ended June 30, 2024. The decrease was primarily driven by the decrease in average daily borrowings under the JPM Revolving Credit Facility as the Company continues to wind down. The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024.
•Incentive fees decreased from $2.16 million and $3.37 million for the three and six months ended June 30, 2023 to $(3.82) million and $(2.67) million for the three months and six months ended June 30, 2024. The decrease was primarily driven by the decrease in pre-incentive results of operations from $14.38 million and $22.47 million for the three and six months ended June 30, 2023 to $(25.44) million and $(17.78) million for the three and six months ended June 30, 2024.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited investments in portfolio companies consisted of the following:
| | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | | June 30,
2023 | |
| | (in millions) | |
Diligent Corporation | | $ | (1.97 | ) | | | — | | | $ | (1.97 | ) | | | | — | |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B | | | — | | | $ | — | | | | 0.53 | | | | | — | |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units | | | — | | | | — | | | | 0.07 | | | | | — | |
Other, net | | | — | | | | — | | | | — | | (1) | | | — | |
National Spine and Pain Centers, LLC | | | — | | | | — | | | | — | | | | | (29.09 | ) |
Net realized gain (loss) | | $ | (1.97 | ) | | $ | — | | | $ | (1.37 | ) | | | $ | (29.09 | ) |
(1) Amount rounds to less than $0.01.
For the six months ended June 30, 2024, net realized gains were primarily driven by the exit of all of our first lien debt investments in Diligent Corporation.
For the six months ended June 30, 2023, net realized losses were driven by the exit of our investments in one portfolio company. In February 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $29.09 million.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | June 30,
2024 | | | June 30,
2023 | | | June 30,
2024 | | | June 30,
2023 | |
| | ($ in millions) | | | | | | | |
Unrealized appreciation | | $ | 3.47 | | | $ | 4.86 | | | $ | 4.56 | | | $ | 34.42 | |
Unrealized depreciation | | | (36.94 | ) | | | (3.51 | ) | | | (44.76 | ) | | | (7.99 | ) |
Net change in unrealized appreciation (depreciation) on investments | | $ | (33.47 | ) | | $ | 1.35 | | | $ | (40.20 | ) | | $ | 26.43 | |
The net change in unrealized appreciation (depreciation) on investments consisted of the following:
| | | | | | | | |
| | For the Three
Months Ended
June 30, 2024 | | | For the Six
Months Ended
June 30, 2024 | |
| | ($ in millions) | |
Portfolio Company: | | | | | | |
Diligent Corporation | | $ | 1.74 | | | $ | 1.14 | |
CorePower Yoga LLC | | | 0.72 | | | | 0.72 | |
Acuity Specialty Products, Inc. (dba Zep Inc.) | | | 0.70 | | | | 1.31 | |
Wine.com, LLC | | | 0.21 | | | | 0.21 | |
VRC Companies, LLC (dba Vital Records Control) | | | 0.07 | | | | 0.21 | |
Xactly Corporation | | | (0.06 | ) | | | 0.33 | |
Doxim, Inc. | | | (0.09 | ) | | | 0.34 | |
Other, net(1) | | | (0.17 | ) | | | (0.59 | ) |
SPay, Inc. (dba Stack Sports) | | | (1.32 | ) | | | (2.58 | ) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) | | | (1.64 | ) | | | (1.70 | ) |
Picture Head Midco LLC | | | (1.77 | ) | | | (1.83 | ) |
Wine.com, Inc. | | | (4.86 | ) | | | (9.75 | ) |
Lithium Technologies, Inc. | | | (27.00 | ) | | | (28.01 | ) |
Total | | $ | (33.47 | ) | | $ | (40.20 | ) |
(1)For the three and six months ended June 30, 2024, Other, net includes gross unrealized appreciation of $0.02 million and $0.29 million, respectively, and gross unrealized depreciation of $(0.19) million and $(0.88) million, respectively.
Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc. and Wine.com, Inc., and was partially offset by reversal of unrealized depreciation in connection with aforementioned exit of our first lien investment in Diligent Corporation.
| | | | | | | | |
| | For the Three
Months Ended
June 30, 2023 | | | For the Six
Months Ended
June 30, 2023 | |
| | ($ in millions) | |
Portfolio Company: | | | | | | |
Yasso, Inc. | | $ | 1.59 | | | $ | 2.05 | |
Spectrum Plastics Group, Inc. | | | 0.93 | | | | 0.93 | |
Doxim, Inc. | | | 0.56 | | | | (0.34 | ) |
Genesis Acquisition Co. (dba ProCare Software) | | | 0.53 | | | | 0.50 | |
Other, net(1) | | | 0.51 | | | | 0.53 | |
CorePower Yoga LLC | | | 0.35 | | | | 0.31 | |
Viant Medical Holdings, Inc. | | | 0.32 | | | | 0.49 | |
National Spine and Pain Centers, LLC | | | — | | | | 29.16 | |
Zep Inc. | | | (0.03 | ) | | | (1.81 | ) |
SPay, Inc. (dba Stack Sports) | | | (0.11 | ) | | | (0.18 | ) |
Picture Head Midco LLC | | | (0.12 | ) | | | (0.09 | ) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC | | | (0.34 | ) | | | (1.01 | ) |
Vantage Mobility International, LLC | | | (1.42 | ) | | | (1.74 | ) |
Wine.com, LLC | | | (1.42 | ) | | | (2.37 | ) |
Total | | $ | 1.35 | | | $ | 26.43 | |
(1)For the three and six months ended June 30, 2023, Other, net includes gross unrealized appreciation of $0.58 million and $0.99 million, respectively, and gross unrealized depreciation of $(0.07) million and $(0.46) million, respectively.
Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exit of our second lien investment and common stock investment in National Spine and Pain Centers, LLC.
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 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 200% after such borrowing (or 150% if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2024, the JPM Revolving Credit Facility had been fully repaid and was terminated, and as a result, there were no senior securities outstanding. As of December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which included the JPM Revolving Credit Facility prior to its termination) was 726%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.
We had aggregate capital commitments and undrawn capital commitments from investors as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | | December 31, 2023 | |
| | Capital
Commitments
($ in millions) | | | Unfunded
Capital
Commitments
($ in millions) | | | % of Capital
Commitments
Funded | | | Capital
Commitments
($ in millions) | | | Unfunded
Capital
Commitments
($ in millions) | | | % of Capital
Commitments
Funded | |
Common Units | | $ | 1,097.43 | | | $ | 60.36 | | | | 95 | % | | $ | 1,097.43 | | | $ | 60.36 | | | | 95 | % |
We did not issue a capital drawdown for the six months ended June 30, 2024.
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company (the “Administrator”) has agreed to furnish us with the administrative services necessary to conduct 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, 2024:
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| | Payments Due by Period ($ in millions) | |
| | Total | | | Less Than
1 Year | | | 1 – 3
Years | | | 3 – 5
Years | | | More Than
5 Years | |
JPM Revolving Credit Facility(1) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
(1)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2024, the Company had no borrowings outstanding. The JPM Revolving Credit Facility was fully repaid on May 8, 2024 and was terminated effective May 31, 2024.
JPM Revolving Credit Facility
On November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly owned subsidiary, entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and we serve as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on numerous occasions between August 17, 2018 and May 10, 2023.
Borrowings under the JPM Revolving Credit Facility bore interest (at SPV's election) at a per annum rate equal to either (x) the three-month Term SOFR (or other listed offered rate, depending upon the currency of borrowing) in effect and, (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%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest announced by JPM as being the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin was 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.
The JPM Revolving Credit Facility was a multicurrency facility. As of June 30, 2024, the total commitments under the JPM Revolving Credit Facility were $0.0 million. All amounts outstanding under the JPM Revolving Credit Facility were fully repaid on May 8, 2024.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility were 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 were non-recourse to us, and our exposure under the JPM Revolving Credit Facility was limited to the value of our investment in SPV. Effective May 31, 2024, the JPM Revolving Credit Facility was terminated and SPV was released from its obligations to the lenders.
In connection with the JPM Revolving Credit Facility, SPV made certain customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contained customary events of default for similar financing transactions, including if a change of control of SPV occurred or if we were no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may have declared 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.
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, 2024, 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:
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| | As of | |
| | June 30,
2024 | | | December 31,
2023 | |
| | (in millions) | |
Unfunded Commitments | | | | | | |
First Lien/Senior Secured Debt | | $ | 4.07 | | | $ | 7.74 | |
Second Lien/Senior Secured Debt | | | 0.86 | | | | — | |
Total | | $ | 4.93 | | | $ | 7.74 | |
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.
Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
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.
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.
RECENT DEVELOPMENTS
We will pay a distribution equal to an amount up to our taxable earnings per unit, including net investment income (if positive) for the period from July 1, 2024 through September 30, 2024, payable on or about October 29, 2024 to Unitholders of record as of October 2, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2024 and December 31, 2023, on a fair value basis, approximately 2.7% and 1.7%, of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 97.3% and 98.3%, of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility bore 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, 2024 Consolidated Statements of Financial Condition, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
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As of June 30, 2024
Basis Point Change | | Interest
Income | | | Interest
Expense | | Net
Income | |
($ in millions) | | | | | | | | |
Up 300 basis points | | $ | 7.37 | | $ | — | | $ | 7.37 | |
Up 200 basis points | | | 4.91 | | | — | | | 4.91 | |
Up 100 basis points | | | 2.46 | | | — | | | 2.46 | |
Up 75 basis points | | | 1.84 | | | — | | | 1.84 | |
Up 50 basis points | | | 1.23 | | | — | | | 1.23 | |
Up 25 basis points | | | 0.61 | | | — | | | 0.61 | |
Down 25 basis points | | | (0.61 | ) | | — | | | (0.61 | ) |
Down 50 basis points | | | (1.23 | ) | | — | | | (1.23 | ) |
Down 75 basis points | | | (1.84 | ) | | — | | | (1.84 | ) |
Down 100 basis points | | | (2.46 | ) | | — | | | (2.46 | ) |
Down 200 basis points | | | (4.91 | ) | | — | | | (4.91 | ) |
Down 300 basis points | | | (7.37 | ) | | — | | | (7.37 | ) |
We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024. 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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk. There 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, 2023, which was filed with the SEC on March 5, 2024. 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
INDEX TO EXHIBITS
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC |
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Date: August 13, 2024 |
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| /s/ Alex Chi |
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| Name: Alex Chi |
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| Title: Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) |
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Date: August 13, 2024 | | | | | | /s/ David Miller |
| | | | | | Name: David Miller |
| | | | | | Title: Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) |
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Date: August 13, 2024 | | | | | | /s/ Stanley Matuszewski |
| | | | | | Name: Stanley Matuszewski |
| | | | | | Title: Chief Financial Officer and Treasurer (Principal Financial Officer) |
