Goldman Sachs Private Middle Market Credit II 10-Q 2024 Q2 Quarterly report

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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: 814-01307

Goldman Sachs Private Middle Market Credit II LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	83-3053002
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (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 13,854,750 units of the limited liability company's common units outstanding.

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Financial Condition	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Members’ Capital	6
	Consolidated Statements of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	26
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	45
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	57
ITEM 4.	Controls and Procedures	57
PART II.	OTHER INFORMATION	58
ITEM 1.	Legal Proceedings	58
ITEM 1A.	Risk Factors	58
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
ITEM 3.	Defaults Upon Senior Securities	58
ITEM 4.	Mine Safety Disclosures	58
ITEM 5.	Other Information	58
ITEM 6.	Exhibits	58
SIGNATURES		60

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in 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.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs Private Middle Market Credit II 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 $2,349,981 and $2,535,850)	$	2,246,481		$	2,455,689
Non-controlled affiliated investments (cost of $40,236 and $20,146)		41,435			21,071
Total investments, at Fair value (cost of $2,390,217 and $2,555,996)	$	2,287,916		$	2,476,760
Investments in affiliated money market fund (cost of $121,263 and $255,824)		121,263			255,824
Cash		67,236			23,308
Interest and dividends receivable		22,002			26,195
Deferred financing costs		6,906			8,482
Other assets		386			341
Total assets	$	2,505,709		$	2,790,910
Liabilities
Debt	$	1,266,088		$	1,466,263
Interest and other debt expenses payable		27,021			31,301
Management fees payable		4,387			4,488
Incentive fees payable		54,463			51,677
Distribution payable		—			50,669
Accrued expenses and other liabilities		2,373			3,234
Total liabilities	$	1,354,332		$	1,607,632
Commitments and contingencies (Note 7)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—		$	—
Common units (13,854,750 and 13,854,750 units issued and outstanding as of June 30, 2024 and December 31, 2023)		1,322,298			1,322,298
Distributable earnings (loss)		(170,921	)		(139,020	)
Total members’ capital	$	1,151,377		$	1,183,278
Total liabilities and members’ capital	$	2,505,709		$	2,790,910
Net asset value per unit	$	83.10		$	85.41

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

4

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Three Months Ended						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	$	65,993		$	73,248		$	133,663		$	143,440
Payment-in-kind income		5,736			6,915			12,587			12,520
Other income		408			644			885			1,560
From non-controlled affiliated investments:
Dividend income		1,614			1,967			3,516			3,129
Interest income		461			291			863			566
Other income		5			10			11			21
Total investment income	$	74,217		$	83,075		$	151,525		$	161,236
Expenses:
Interest and other debt expenses	$	28,647		$	29,966		$	58,916		$	59,039
Management fees		4,387			4,683			8,838			9,316
Incentive fees		(2,400	)		7,555			2,786			8,918
Professional fees		443			377			1,017			858
Directors’ fees		72			75			145			148
Other general and administrative expenses		632			668			1,289			1,390
Total expenses	$	31,781		$	43,324		$	72,991		$	79,669
Net investment income	$	42,436		$	39,751		$	78,534		$	81,567
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(24,317	)	$	(37,358	)	$	(39,956	)	$	(37,352	)
Foreign currency and other transactions		32			10			67			8
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(31,790	)		41,125			(23,339	)		7,788
Non-controlled affiliated investments		(39	)		231			274			261
Foreign currency translations		(26	)		(596	)		121			(982	)
Net realized and unrealized gains (losses)	$	(56,140	)	$	3,412		$	(62,833	)	$	(30,277	)
(Provision) benefit for taxes on realized gain/loss on investments	$	203		$	—		$	218		$	—
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(95	)		(352	)		(131	)		(757	)
Net increase in members’ capital from operations	$	(13,596	)	$	42,811		$	15,788		$	50,533
Weighted average units outstanding		13,854,750			13,750,906			13,854,750			13,722,900
Basic and diluted net investment income per unit	$	3.06		$	2.89		$	5.67		$	5.94
Basic and diluted earnings (loss) per unit	$	(0.99	)	$	3.11		$	1.13		$	3.68

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

5

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except 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	$	1,212,662		$	1,248,232		$	1,183,278		$	1,240,510
Increase in members’ capital from operations:
Net investment income	$	42,436		$	39,751		$	78,534		$	81,567
Net realized gain (loss)		(24,285	)		(37,348	)		(39,889	)		(37,344	)
Net change in unrealized appreciation (depreciation)		(31,855	)		40,760			(22,944	)		7,067
(Provision) benefit for taxes on realized gain/loss on investments		203			—			218			—
(Provision) benefit for unrealized appreciation/depreciation on investments		(95	)		(352	)		(131	)		(757	)
Net increase in members’ capital from operations	$	(13,596	)	$	42,811		$	15,788		$	50,533
Distributions to unitholders from:
Distributable earnings	$	(40,429	)	$	(41,500	)	$	(40,429	)	$	(41,500	)
Capital gains		(7,260	)		—			(7,260	)		—
Total distributions to unitholders	$	(47,689	)	$	(41,500	)	$	(47,689	)	$	(41,500	)
Capital transactions:
Issuance of units	$	—		$	14,758		$	—		$	14,758
Net increase in members’ capital from capital transactions	$	—		$	14,758		$	—		$	14,758
Total increase in members’ capital	$	(61,285	)	$	16,069		$	(31,901	)	$	23,791
Members’ capital at end of period	$	1,151,377		$	1,264,301		$	1,151,377		$	1,264,301
Distributions per unit	$	3.44		$	3.03		$	3.44		$	3.03

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

6

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Six Months Ended
	June 30, 2024			June 30, 2023
Cash flows from operating activities:
Net increase in members’ capital from operations:	$	15,788		$	50,533
Adjustments to reconcile net increase (decrease) in members’ capital from operations to net cash provided by (used for) operating activities:
Purchases of investments		(112,057	)		(90,662	)
Payment-in-kind interest capitalized		(16,041	)		(11,544	)
Investments in affiliated money market fund, net		134,561			(12,288	)
Proceeds from sales of investments and principal repayments		260,698			53,962
Net realized (gain) loss		39,956			37,352
Net change in unrealized (appreciation) depreciation on investments		23,065			(8,049	)
Net change in unrealized (appreciation) depreciation on foreign currency transactions		47			(13	)
Amortization of premium and accretion of discount, net		(6,777	)		(5,084	)
Amortization of deferred financing costs		1,617			1,650
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		4,193			6,794
(Increase) decrease in other assets		(45	)		533
Increase (decrease) in interest and other debt expenses payable		(4,252	)		3,530
Increase (decrease) in management fees payable		(101	)		85
Increase (decrease) in incentive fees payable		2,786			8,918
Increase (decrease) in accrued expenses and other liabilities		(861	)		480
Net cash provided by (used for) operating activities	$	342,577		$	36,197
Cash flows from financing activities:
Proceeds from issuance of common units	$	—		$	14,758
Distributions paid		(98,358	)		(119,568	)
Financing costs paid		(69	)		(410	)
Borrowings on debt		—			69,491
Repayments of debt		(200,175	)		(33,000	)
Net cash provided by (used for) financing activities	$	(298,602	)	$	(68,729	)
Net increase (decrease) in cash	$	43,975		$	(32,532	)
Effect of foreign exchange rate changes on cash and cash equivalents		(47	)		13
Cash, beginning of period		23,308			36,657
Cash, end of period	$	67,236		$	4,138
Supplemental and non-cash activities
Interest expense paid	$	58,955		$	52,827
Exchange of investments	$	112,031		$	6,075

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

7

Goldman Sachs Private Middle Market Credit II 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 - 194.03%
Canada - 2.83%
1st Lien/Senior Secured Debt - 2.83%
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	11.48%	S + 6.00%	11/06/26	$		8,415	$	8,358		$	8,352		(5) (6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services		S + 6.00%	11/06/26			1,160		(5	)		(9	)	(5) (6) (7) (8) (9)
Everest Clinical Research Corporation	Professional Services	11.48%	S + 6.00%	11/06/26			5,368		5,299			5,328		(5) (6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	11.69%	S + 6.25%	05/25/27			19,155		18,948			18,963		(5) (6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		S + 6.25%	05/25/27			3,065		(30	)		(31	)	(5) (6) (7) (9)
Total 1st Lien/Senior Secured Debt									32,570			32,603
Total Canada								$	32,570		$	32,603
United Kingdom - 2.36%
1st Lien/Senior Secured Debt - 2.36%
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.95%	SN + 8.75% (Incl. 1.25% PIK)	07/25/28	GBP		6,094	$	7,253		$	7,491		(5) (6) (7) (8)
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.95%	SN + 8.75% (Incl. 1.25% PIK)	07/25/28	GBP		5,063		2,994			3,102		(5) (6) (7) (8) (9)
Bigchange Group Limited	Software	11.20%	SN + 6.00%	12/23/26	GBP		10,810		14,342			13,392		(5) (6) (7) (8)
Bigchange Group Limited	Software	11.20%	SN + 6.00%	12/23/26	GBP		2,643		3,359			3,274		(5) (6) (7) (8)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26	GBP		2,160		(31	)		(55	)	(5) (6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									27,917			27,204
Total United Kingdom								$	27,917		$	27,204
United States - 188.84%
1st Lien/Senior Secured Debt - 185.97%
Thrasio, LLC	Broadline Retail		S + 10.11%	06/18/29	$		13,068	$	11,402		$	11,402		(6) (7) (8) (10) (11)
Thrasio, LLC	Broadline Retail	15.44%	S + 10.11%	06/18/29			4,243		4,233			4,233		(6) (7) (11)
Acuity Specialty Products, Inc. (dba Zep Inc.)	Chemicals	9.33%	S + 4.00%	10/02/28			15,333		15,333			15,026		(6) (7) (8)
Elemica Parent, Inc.	Chemicals	10.94%	S + 5.50%	09/18/26			3,453		3,424			3,384		(6) (7) (8)
Elemica Parent, Inc.	Chemicals	10.93%	S + 5.50%	09/18/26			1,350		1,335			1,323		(6) (7) (8)
Elemica Parent, Inc.	Chemicals	10.93%	S + 5.50%	09/18/26			675		669			661		(6) (7) (8)
Elemica Parent, Inc.	Chemicals	10.93%	S + 5.50%	09/18/26			505		499			495		(6) (7) (8)
Elemica Parent, Inc.	Chemicals	10.85%	S + 5.50%	09/18/26			470		341			335		(6) (7) (8) (9)
3SI Security Systems, Inc.	Commercial Services & Supplies	12.00%	S + 6.50%	12/16/26			1,981		1,962			1,902		(7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.19%	S + 5.75% PIK	06/30/27			17,612		17,455			17,436		(6) (7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.19%	S + 5.75%	06/30/27			9,596		9,552			9,548		(6) (7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies		S + 5.75%	06/30/27			4,201		(35	)		(21	)	(6) (7) (9)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	11.09%	S + 5.50%	06/29/27			29,181		28,941			28,889		(6) (7) (8)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		S + 5.50%	06/29/27			858		(7	)		(9	)	(6) (7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.08%	S + 5.75%	08/31/27			39,570		39,043			39,570		(6) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 5.75%	08/31/26			5,134		(47	)		—		(6) (7) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.08%	S + 5.75%	08/31/27			3,997		3,920			3,997		(6) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 5.75%	08/31/27			952		(9	)		—		(6) (7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services	10.58%	S + 5.25%	10/19/27			39,908		39,424			39,908		(6) (7) (8)
Assembly Intermediate LLC	Diversified Consumer Services	10.58%	S + 5.25%	10/19/27			9,977		6,879			6,984		(6) (7) (8) (9)

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

8

Goldman Sachs Private Middle Market Credit II 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
Assembly Intermediate LLC	Diversified Consumer Services		S + 5.25%	10/19/27	$		3,991	$	(45	)	$	—		(6) (7) (9)
CorePower Yoga LLC	Diversified Consumer Services	11.34%	S + 6.00% (Incl. 1.25% PIK)	05/14/25			10,175		10,143			8,954		(6) (7) (8)
CorePower Yoga LLC	Diversified Consumer Services		S + 6.00% (Incl. 1.25% PIK)	05/14/25			633		(2	)		(76	)	(6) (7) (8) (9)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.34%	S + 6.00%	12/15/26			17,289		17,146			16,727		(6) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.18%	S + 5.75%	12/15/26			14,479		14,406			13,899		(6) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.34%	S + 6.00%	12/15/26			13,267		13,199			12,836		(6) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.43%	S + 6.00%	12/15/26			7,168		7,096			6,935		(6) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services		S + 6.00%	12/15/26			2,199		(18	)		(71	)	(6) (7) (9)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.46%	S + 6.00%	07/06/27			9,702		9,575			9,629		(6) (7) (8) (11)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.46%	S + 6.00%	07/06/27			6,800		6,698			6,749		(6) (7) (11)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.46%	S + 6.00%	07/06/27			1,700		1,271			1,279		(6) (7) (9) (11)
Whitewater Holding Company LLC	Diversified Consumer Services	11.23%	S + 5.75%	12/21/27			15,391		15,199			15,237		(6) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.23%	S + 5.75%	12/21/27			5,166		5,099			5,115		(6) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.23%	S + 5.75%	12/21/27			5,134		5,069			5,082		(6) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.49%	S + 6.00%	12/21/27			2,875		2,833			2,868		(6) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.24%	S + 5.75%	12/21/27			2,100		1,734			1,738		(6) (7) (8) (9)
Checkmate Finance Merger Sub, LLC	Entertainment	11.68%	S + 6.25%	12/31/27			27,670		27,320			27,324		(6) (7) (8)
Checkmate Finance Merger Sub, LLC	Entertainment		S + 6.25%	12/31/27			2,831		(33	)		(35	)	(6) (7) (8) (9)
Picture Head Midco LLC	Entertainment	13.09%	S + 7.50% (Incl. 0.75% PIK)	12/31/24			19,305		19,260			17,375		(6) (7) (8) (12)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.83%	S + 5.50%	05/08/28			21,962		21,803			21,798		(6) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28			2,881		(21	)		(22	)	(6) (7) (8) (9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.84%	S + 5.50%	05/08/28			958		941			951		(6) (7) (8)
Aria Systems, Inc.	Financial Services	13.46%	S + 8.00%	06/30/26			24,422		24,226			24,056		(6) (7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.46%	S + 6.00%	01/25/28			48,084		47,542			44,718		(6) (7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.46%	S + 6.00%	01/25/28			1,924		1,262			1,148		(6) (7) (9)
Fullsteam Operations LLC	Financial Services	13.74%	S + 8.25%	11/27/29			3,045		2,947			3,015		(6) (7) (8)
Fullsteam Operations LLC	Financial Services	13.74%	S + 8.25%	11/27/29			958		698			713		(6) (7) (8) (9)
Fullsteam Operations LLC	Financial Services	13.74%	S + 8.25%	11/27/29			426		241			246		(6) (7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			170		(5	)		(2	)	(6) (7) (8) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services	10.58%	S + 5.25%	05/25/28			22,502		22,311			22,390		(6) (8)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services	10.58%	S + 5.25%	05/25/28			914		114			117		(6) (8) (9)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.33%	S + 6.00%	06/01/28			19,481		19,208			17,728		(6) (7) (8)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.33%	S + 6.00%	06/01/28			4,911		4,195			3,819		(6) (7) (8) (9)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.33%	S + 6.00%	06/01/28			2,485		2,451			2,261		(6) (7)
StarCompliance Intermediate, LLC	Financial Services	12.18%	S + 6.75%	01/12/27			14,400		14,262			14,256		(6) (7) (8)
StarCompliance Intermediate, LLC	Financial Services	12.18%	S + 6.75%	01/12/27			2,319		2,295			2,296		(6) (7) (8)
StarCompliance Intermediate, LLC	Financial Services	12.18%	S + 6.75%	01/12/27			2,300		1,567			1,564		(6) (7) (9)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	11.49%	S + 6.00%	12/06/25			8,442		8,361			8,252		(6) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.94%	S + 5.50%	12/06/25			6,141		6,116			5,957		(6) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.94%	S + 5.50%	12/06/25			2,910		2,889			2,823		(6) (7) (8)

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

9

Goldman Sachs Private Middle Market Credit II 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
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.94%	S + 5.50%	12/06/25	$	2,890	$	2,872		$	2,803		(6) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.94%	S + 5.50%	12/06/25		2,647		2,636			2,568		(6) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.94%	S + 5.50%	12/06/25		1,365		1,359			1,324		(6) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.73%	S + 5.25%	06/23/25		13,308		13,264			13,142		(6) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.73%	S + 5.25%	06/23/25		9,425		9,410			9,307		(6) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.98%	S + 5.25%	06/23/25		4,654		4,602			4,596		(6) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.69%	S + 5.25%	06/23/25		1,806		901			880		(6) (7) (8) (9)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	11.71%	S + 6.25%	07/02/25		18,514		18,448			18,421		(6) (8)
Argos Health Holdings, Inc	Health Care Providers & Services	11.07%	S + 5.75%	12/03/27		19,451		19,212			18,770		(6) (7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.09%	S + 6.50%	10/01/26		39,219		38,882			38,532		(6) (7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services		S + 6.50%	10/01/25		9,170		(48	)		(160	)	(6) (7) (9)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.60%	S + 9.00% (Incl. 2.75% PIK)	07/15/24		17,861		17,861			16,075		(6) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.60%	S + 9.00% (Incl. 2.75% PIK)	07/15/24		4,501		4,501			4,050		(6) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.60%	S + 9.00% (Incl. 2.75% PIK)	07/15/24		1,741		1,741			1,567		(6) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	14.60%	S + 9.00% (Incl. 2.75% PIK)	07/15/24		297		297			267		(6) (7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.84%	S + 5.50%	05/11/28		13,352		13,155			13,219		(6) (7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.84%	S + 5.50%	05/11/28		4,053		3,989			4,013		(6) (7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.84%	S + 5.50%	05/11/28		1,938		656			659		(6) (7) (8) (9)
CORA Health Holdings Corp	Health Care Providers & Services	11.25%	S + 5.75%	06/15/27		20,377		20,222			17,116		(6) (7) (8)
CORA Health Holdings Corp	Health Care Providers & Services	11.25%	S + 5.75%	06/15/27		342		339			287		(6) (7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	10.93%	S + 5.50%	08/28/28		19,118		18,870			18,544		(6) (7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	10.93%	S + 5.50%	08/28/28		2,012		1,987			1,952		(6) (7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	10.94%	S + 5.50%	08/26/27		1,552		1,535			1,505		(6) (7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.23%	S + 5.75%	10/15/27		21,544		21,285			21,490		(6) (7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.24%	S + 5.75%	10/15/27		19,420		14,169			14,371		(6) (7) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	11.23%	S + 5.75%	10/15/27		13,624		13,447			13,589		(6) (7)
Honor HN Buyer, Inc	Health Care Providers & Services	13.25%	P + 4.75%	10/15/27		2,542		289			311		(6) (7) (9)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	11.23%	S + 5.75%	12/15/27		9,092		8,978			9,001		(6) (7) (8)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services		P + 4.75%	12/15/27		1,998		(23	)		(20	)	(6) (7) (8) (9)
One GI LLC	Health Care Providers & Services	12.19%	S + 6.75%	12/22/25		20,657		20,515			19,417		(6) (7) (8)
One GI LLC	Health Care Providers & Services	12.19%	S + 6.75%	12/22/25		10,151		10,069			9,542		(6) (7) (8)
One GI LLC	Health Care Providers & Services	12.19%	S + 6.75%	12/22/25		8,589		8,530			8,073		(6) (7) (8)
One GI LLC	Health Care Providers & Services	12.19%	S + 6.75%	12/22/25		5,570		5,519			5,236		(6) (7) (8)
One GI LLC	Health Care Providers & Services	12.18%	S + 6.75%	12/22/25		3,246		3,226			3,052		(6) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	13.60%	S + 8.00%	01/02/25		16,885		16,850			13,508		(6) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	13.60%	S + 8.00%	01/02/25		11,009		10,980			8,807		(6) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	13.60%	S + 8.00%	01/02/25		4,661		4,649			3,729		(6) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	13.60%	S + 8.00%	01/02/25		2,985		2,977			2,388		(6) (7) (8)
SpendMend, LLC	Health Care Providers & Services	10.98%	S + 5.50%	03/01/28		12,028		11,889			11,908		(6) (7) (8)
SpendMend, LLC	Health Care Providers & Services	10.98%	S + 5.50%	03/01/28		5,304		2,400			2,391		(6) (7) (8) (9)

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

10

Goldman Sachs Private Middle Market Credit II 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
SpendMend, LLC	Health Care Providers & Services	10.98%	S + 5.50%	03/01/28	$		1,605	$	623		$	626		(6) (7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.73%	S + 6.25%	08/15/25			16,304		16,216			15,978		(6) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.72%	S + 6.25%	08/15/25			8,816		8,759			8,640		(6) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.73%	S + 6.25%	08/15/25			7,056		7,006			6,915		(6) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.75%	S + 6.25%	08/15/25			3,917		3,885			3,838		(6) (7)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.73%	S + 6.25%	08/15/25			3,844		3,821			3,767		(6) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.71%	S + 6.25%	08/15/25			2,361		1,139			1,104		(6) (7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.59%	S + 6.00%	07/15/26			15,288		15,129			14,906		(6) (7) (8)
Total Vision LLC	Health Care Providers & Services	11.61%	S + 6.00%	07/15/26			8,845		8,740			8,624		(6) (7) (8)
Total Vision LLC	Health Care Providers & Services	11.59%	S + 6.00%	07/15/26			4,483		4,443			4,371		(6) (7) (8)
Total Vision LLC	Health Care Providers & Services	11.59%	S + 6.00%	07/15/26			2,241		2,221			2,185		(6) (7) (8)
Total Vision LLC	Health Care Providers & Services		S + 6.00%	07/15/26			1,150		(10	)		(29	)	(6) (7) (9)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.98%	S + 5.50%	12/21/26			19,731		19,549			19,139		(6) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.98%	S + 5.50%	12/21/26			8,529		8,464			8,273		(6) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.98%	S + 5.50%	12/21/26			6,858		6,813			6,652		(6) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	10.98%	S + 5.50%	12/21/26			2,812		1,893			1,834		(6) (7) (9)
Businessolver.com, Inc.	Health Care Technology	10.93%	S + 5.50%	12/01/27			16,444		16,342			16,321		(6) (7) (8)
Businessolver.com, Inc.	Health Care Technology	10.93%	S + 5.50%	12/01/27			2,451		579			569		(6) (7) (8) (9)
ESO Solutions, Inc.	Health Care Technology	12.35%	S + 7.00%	05/03/27			36,294		35,906			35,931		(6) (7) (8)
ESO Solutions, Inc.	Health Care Technology	12.34%	S + 7.00%	05/03/27			3,292		2,602			2,601		(6) (7) (8) (9)
Experity, Inc.	Health Care Technology	11.18%	S + 5.75%	02/24/28			33,491		33,397			32,821		(6) (7) (8)
Experity, Inc.	Health Care Technology		S + 5.75%	02/24/28			3,023		(8	)		(60	)	(6) (7) (8) (9)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	10.83%	S + 5.50%	06/24/26			14,363		14,252			14,148		(6) (7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	10.83%	S + 5.50%	06/24/26			2,513		2,501			2,475		(6) (7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology		S + 5.50%	06/24/26			1,749		(13	)		(26	)	(6) (7) (9)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	10.83%	S + 5.50%	06/24/26			939		933			925		(6) (7) (8)
HealthEdge Software, Inc.	Health Care Technology	10.94%	S + 5.50%	04/09/26			33,117		32,829			32,869		(6) (7) (8)
HealthEdge Software, Inc.	Health Care Technology		S + 5.50%	04/09/26			3,400		(28	)		(26	)	(6) (7) (8) (9)
HealthEdge Software, Inc.	Health Care Technology	10.94%	S + 5.50%	04/09/26			3,068		3,068			3,045		(6) (7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	10.82%	S + 5.50%	05/11/29			11,215		11,048			10,935		(6) (7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	10.82%	S + 5.50%	05/11/29			1,419		1,396			1,383		(6) (7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology		S + 5.50%	05/11/28			1,396		(19	)		(35	)	(6) (7) (8) (9)
MedeAnalytics, Inc.	Health Care Technology		3.00% PIK	10/23/28			9,333		6,057			6,347		(6) (7) (8) (10) (11)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.98%	S + 7.50%	07/18/28			22,055		21,731			22,000		(6) (7) (8)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.98%	S + 7.50%	07/18/28			7,351		6,152			6,134		(6) (7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.98%	S + 7.50%	07/18/28			2,145		2,129			2,140		(6) (7) (8)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.98%	S + 7.50%	07/18/28			1,705		488			507		(6) (7) (9)
WebPT, Inc.	Health Care Technology	12.20%	S + 6.75%	01/18/28			12,701		12,453			12,447		(6) (7) (8)
WebPT, Inc.	Health Care Technology	12.18%	S + 6.75%	01/18/28			12,434		12,313			12,185		(6) (7) (8)
WebPT, Inc.	Health Care Technology	12.19%	S + 6.75%	01/18/28			2,146		288			264		(6) (7) (8) (9)

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

11

Goldman Sachs Private Middle Market Credit II 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
WebPT, Inc.	Health Care Technology	12.13%	S + 6.75%	01/18/28	$	1,811	$	1,791		$	1,775		(6) (7) (8)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/21/26		49,996		45,659			13,999		(6) (7) (8) (10)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/22/25		7,000		6,843			1,960		(6) (7) (10)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	11.19%	S + 5.75%	07/09/25		26,081		25,972			25,951		(6) (7) (8)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	11.19%	S + 5.75%	07/09/25		5,410		5,377			5,383		(6) (7) (8)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	11.19%	S + 5.75%	07/09/25		2,186		1,632			1,629		(6) (7) (8) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.83%	S + 6.50%	08/11/27		31,886		31,504			31,248		(6) (7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.83%	S + 6.50%	08/11/27		6,081		6,081			5,960		(6) (7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.83%	S + 6.50%	08/11/27		3,876		3,523			3,446		(6) (7) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers		S + 6.50%	08/11/27		3,343		(38	)		(67	)	(6) (7) (9)
Sunstar Insurance Group, LLC	Insurance	11.69%	S + 6.25%	10/09/26		18,077		13,583			13,696		(6) (7) (9)
Sunstar Insurance Group, LLC	Insurance	11.69%	S + 6.25%	10/09/26		11,828		11,717			11,769		(6) (7) (8)
Sunstar Insurance Group, LLC	Insurance	11.69%	S + 6.25%	10/09/26		7,489		7,421			7,452		(6) (7) (8)
Sunstar Insurance Group, LLC	Insurance	11.69%	S + 6.25%	10/09/26		3,503		1,369			1,384		(6) (7) (9)
Sunstar Insurance Group, LLC	Insurance	11.69%	S + 6.25%	10/09/26		333		332			332		(6) (7) (8)
Kaseya Inc.	IT Services	10.83%	S + 5.50%	06/25/29		17,261		17,066			17,261		(6) (7) (8)
Kaseya Inc.	IT Services	10.83%	S + 5.50%	06/25/29		1,013		244			255		(6) (7) (8) (9)
Kaseya Inc.	IT Services	10.83%	S + 5.50%	06/25/29		1,011		107			113		(6) (7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.95%	S + 5.50%	01/20/27		19,894		19,701			19,795		(6) (7) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.94%	S + 5.50%	01/20/27		3,694		1,624			1,641		(6) (7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27		2,400		(21	)		(12	)	(6) (7) (9)
WSO2, Inc.	IT Services	12.96%	S + 7.50% (Incl. 3.00% PIK)	11/04/26		30,532		30,247			30,532		(6) (7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.86%	S + 7.25%	12/16/27		15,004		14,790			13,204		(6) (7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.83%	S + 7.25%	06/16/27		2,008		1,781			1,567		(6) (7) (8) (9)
Bullhorn, Inc.	Professional Services	10.34%	S + 5.00%	10/01/29		13,386		13,250			13,386		(6) (7) (8)
Bullhorn, Inc.	Professional Services	10.34%	S + 5.00%	10/01/29		2,384		2,372			2,384		(6) (7) (8)
Bullhorn, Inc.	Professional Services		S + 5.00%	10/01/29		693		(6	)		—		(6) (7) (8) (9)
Bullhorn, Inc.	Professional Services	10.34%	S + 5.00%	10/01/29		620		614			620		(6) (7) (8)
Bullhorn, Inc.	Professional Services	10.34%	S + 5.00%	10/01/29		278		275			278		(6) (7) (8)
Bullhorn, Inc.	Professional Services	10.34%	S + 5.00%	10/01/29		221		219			221		(6) (7) (8)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	11.40%	S + 6.25%	05/18/29		42,121		40,819			41,700		(6) (7) (8)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		S + 6.25%	05/18/29		3,676		(97	)		(37	)	(6) (7) (8) (9)
Diligent Corporation	Professional Services	10.34%	S + 5.00%	08/02/30		52,988		52,598			52,590		(6) (7) (8)
Diligent Corporation	Professional Services	10.34%	S + 5.00%	08/02/30		9,084		9,017			9,015		(6) (7) (8)
Diligent Corporation	Professional Services		S + 5.00%	08/02/30		5,473		(40	)		(41	)	(6) (7) (8) (9)
Diligent Corporation	Professional Services		S + 5.00%	08/02/30		5,255		(38	)		(39	)	(6) (7) (8) (9)
iCIMS, Inc.	Professional Services	12.58%	S + 7.25% (Incl. 3.88% PIK)	08/18/28		20,876		20,626			20,250		(6) (7) (8)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28		3,783		—			(113	)	(6) (7) (8) (9)
iCIMS, Inc.	Professional Services	12.08%	S + 6.75%	08/18/28		1,860		163			130		(6) (7) (8) (9)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.19%	S + 5.75%	11/30/27		15,408		15,210			15,253		(6) (7) (8)

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

12

Goldman Sachs Private Middle Market Credit II 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
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.18%	S + 5.75%	11/30/27	$	15,158	$	14,982		$	15,006		(6) (7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	13.25%	P + 4.75%	11/30/27		2,696		104			108		(6) (7) (8) (9)
Pluralsight, Inc	Professional Services		S + 8.00%	04/06/27		68,747		67,956			31,623		(6) (7) (8) (10)
Pluralsight, Inc	Professional Services		S + 8.00%	04/06/27		4,600		4,552			2,116		(6) (7) (8) (10)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	11.96%	S + 6.50% (Incl. 3.50% PIK)	10/22/27		32,502		32,249			30,552		(5) (6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	11.98%	S + 6.50% (Incl. 3.50% PIK)	10/22/27		10,420		10,367			9,795		(5) (6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	11.96%	S + 6.50% (Incl. 3.50% PIK)	10/22/27		9,970		9,928			9,372		(5) (6) (7) (8)
MRI Software LLC	Real Estate Mgmt. & Development	10.93%	S + 5.50%	02/10/27		30,240		30,039			29,768		(8)
MRI Software LLC	Real Estate Mgmt. & Development	10.93%	S + 5.50%	02/10/27		16,206		16,137			15,953		(8)
MRI Software LLC	Real Estate Mgmt. & Development		S + 5.50%	02/10/27		1,143		(4	)		(18	)	(8) (9)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.85%	S + 6.50%	07/01/27		80,344		80,344			79,541		(6) (7) (8)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27		8,383		—			(84	)	(6) (7) (9)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.17%	S + 6.25%	03/10/27		7,193		7,106			6,923		(6) (7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		S + 6.25%	03/10/27		1,100		(13	)		(41	)	(6) (7) (8) (9)
Acquia, Inc.	Software	12.45%	S + 7.00%	10/31/25		24,940		24,753			24,566		(6) (7) (8)
Acquia, Inc.	Software	12.46%	S + 7.00%	10/31/25		1,933		761			744		(6) (7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.58%	S + 7.00%	12/31/26		35,280		34,950			33,869		(6) (7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.58%	S + 8.00%	12/31/26		5,900		5,900			5,782		(6) (7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.63%	S + 7.00%	12/31/26		4,160		2,046			1,914		(6) (7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.58%	S + 8.00%	12/31/26		2,127		2,127			2,084		(6) (7) (8)
CivicPlus LLC	Software	11.25%	S + 5.75% (Incl. 2.50% PIK)	08/24/27		6,001		5,925			5,926		(6) (7) (8)
CivicPlus LLC	Software	11.25%	S + 5.75% (Incl. 2.50% PIK)	08/24/27		5,945		5,870			5,871		(6) (7) (8)
CivicPlus LLC	Software	11.25%	S + 5.75% (Incl. 2.50% PIK)	08/24/27		2,795		2,758			2,760		(6) (7) (8)
CivicPlus LLC	Software		S + 5.75% (Incl. 2.50% PIK)	08/24/27		1,112		(14	)		(14	)	(6) (7) (8) (9)
CloudBees, Inc.	Software	12.46%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		26,890		26,040			26,890		(6) (7) (8)
CloudBees, Inc.	Software	12.46%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		11,489		11,102			11,489		(6) (7) (8)
Gainsight, Inc.	Software	12.23%	S + 6.75% PIK	07/30/27		48,472		48,097			47,987		(6) (7) (8)
Gainsight, Inc.	Software	12.23%	S + 6.75% PIK	07/30/27		5,100		2,572			2,565		(6) (7) (8) (9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	11.08%	S + 5.75% (Incl. 2.25% PIK)	01/17/31		11,685		11,575			11,568		(6) (7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		S + 5.75% (Incl. 2.25% PIK)	01/17/31		1,736		(9	)		(17	)	(6) (7) (8) (9)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	12.75%	P + 4.25%	01/17/31		1,645		11			10		(6) (7) (8) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.95%	S + 5.50%	12/01/28		37,335		37,272			37,148		(6) (7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/01/28		11,671		(9	)		(58	)	(6) (7) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.93%	S + 5.50%	12/02/27		4,244		737			721		(6) (7) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.93%	S + 5.50%	12/01/28		1,580		1,565			1,572		(6) (7)
Pioneer Buyer I, LLC	Software	11.83%	S + 6.50%	11/01/28		18,161		17,969			18,116		(6) (7) (8)
Pioneer Buyer I, LLC	Software		S + 6.50%	11/01/27		2,518		(28	)		(6	)	(6) (7) (8) (9)
Rubrik, Inc.	Software	12.48%	S + 7.00%	08/17/28		4,387		4,349			4,387		(6) (7) (8)
Rubrik, Inc.	Software	12.48%	S + 7.00%	08/17/28		613		347			352		(6) (7) (8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.68%	S + 6.25%	07/02/27		37,327		37,002			36,953		(6) (7) (8)

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

13

Goldman Sachs Private Middle Market Credit II 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
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.68%	S + 6.25%	07/02/27	$	11,198	$	11,072		$	11,086		(6) (7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.68%	S + 6.25%	07/02/27		4,479		2,652			2,643		(6) (7) (8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.70%	S + 6.25%	07/02/27		3,239		3,170			3,207		(6) (7) (8)
WorkForce Software, LLC	Software	12.74%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		12,193		12,137			12,071		(6) (7) (8)
WorkForce Software, LLC	Software	12.75%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		9,380		9,330			9,286		(6) (7) (8)
WorkForce Software, LLC	Software	12.75%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,940		2,922			2,910		(6) (7) (8)
WorkForce Software, LLC	Software	12.74%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,161		2,151			2,139		(6) (7) (8)
WorkForce Software, LLC	Software		S + 7.25% (Incl. 3.00% PIK)	07/31/25		980		(4	)		(10	)	(6) (7) (8) (9)
Zarya Intermediate, LLC (dba iOFFICE)	Software	11.85%	S + 6.50%	07/01/27		2,066		2,028			2,046		(6) (7) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	10.34%	S + 5.00%	06/02/31		17,935		17,757			17,755		(6) (8)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail	10.34%	S + 5.00%	06/02/31		9,783		208			209		(6) (8) (9)
Charger Debt Merger Sub, LLC (dba Classic Collision)	Specialty Retail		S + 5.00%	05/31/30		2,283		(23	)		(23	)	(6) (8) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.09%	S + 5.75%	10/07/30		19,788		19,329			19,491		(6) (7) (8)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.09%	S + 5.75%	10/07/30		15,613		5,039			5,050		(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt								2,249,664			2,141,188
1st Lien/Last-Out Unitranche (13) - 1.87%
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28	$	17,879	$	17,533		$	17,521		(6) (7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28		6,958		4,110			3,971		(6) (7) (8) (9)
Total 1st Lien/Last-Out Unitranche								21,643			21,492
2nd Lien/Senior Secured Debt - 0.33%
Sweep Midco LLC	Commercial Services & Supplies			06/30/27	$	14,704	$	—		$	—		(6) (7) (8) (14)
Sweep Midco LLC	Commercial Services & Supplies			06/30/27		5,052		3,789			3,801		(6) (7) (8) (14)
Total 2nd Lien/Senior Secured Debt								3,789			3,801
Unsecured Debt - 0.67%
CivicPlus LLC	Software	17.00%	S + 11.75%	06/09/34		7,941		7,785			7,743		(6) (7) (8)
Total Unsecured Debt								7,785			7,743
Total United States							$	2,282,881		$	2,174,224
Total Debt Investments							$	2,343,368		$	2,234,031

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

14

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of June 30, 2024 (continued)

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment (1)	Industry (2)	Initial Acquisition Date(15)	Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 4.68%
United States - 4.68%
Common Stock - 1.02%
Thrasio, LLC	Broadline Retail	06/18/24		235,056	$	—	$	—	(6) (7) (11) (14)
Foundation Software - Class B	Construction & Engineering	08/31/20		490,234		—		3,049	(6) (7) (14)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		1,000		1,000		1,796	(6) (7) (11) (14)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		21,000		2,100		2,040	(6) (7) (14)
Total Vision LLC	Health Care Providers & Services	07/15/21		115,714		2,150		1,681	(6) (7) (14)
MedeAnalytics, Inc.	Health Care Technology	04/21/23		373		—		—	(6) (7) (11) (14)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	08/11/21		3,044		3,091		3,091	(6) (7) (14)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	03/10/21		26,555		2,655		54	(6) (7) (14)
Total Common Stock						10,996		11,711
Preferred Stock - 3.64%
Foundation Software	Construction & Engineering	08/31/20		912	$	912	$	1,283	(6) (7) (14)
MedeAnalytics, Inc.	Health Care Technology	10/09/20		—		—		—	(6) (7) (11) (14) (16)
WSO2, Inc.	IT Services	11/04/21		509,767		8,052		8,054	(6) (7) (14)
Diligent Corporation	Professional Services	04/06/21		4,400		4,290		6,003	(6) (7) (14)
CloudBees, Inc.	Software	11/24/21		1,038,917		11,623		14,400	(6) (7) (14)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		9,549		9,310		12,163	(6) (7) (14)
Total Preferred Stock						34,187		41,903
Warrants - 0.02%
CloudBees, Inc.	Software	11/24/21		300,946	$	1,666	$	271	(6) (7) (14)
Total Warrants						1,666		271
Total United States					$	46,849	$	53,885
Total Equity Securities					$	46,849	$	53,885
Total Investments - 198.71%					$	2,390,217	$	2,287,916
Investments in Affiliated Money Market Fund - 10.53%
United States - 10.53%
Goldman Sachs Financial Square Government Fund - Institutional Shares				121,263,198	$	121,263	$	121,263	(8) (17) (18)
Total Investments in Affiliated Money Market Fund						121,263		121,263
Total United States					$	121,263	$	121,263
Total Investments and Investments in Affiliated Money Market Fund - 209.24%					$	2,511,480	$	2,409,179

(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 SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. 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%, 3 month S was 5.32%, 6 month S was 5.25%, 3 month SN was 5.20%, and 3 month 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 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, Euros ("EUR"), Great British Pounds (“GBP”), or Canadian Dollars ("CAD").

(5)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2024, the aggregate fair value of these securities is $109,526 or 4.37% of the Company’s total assets.

(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”.

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

15

(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 7 "Commitments and Contingencies".

(10)

The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".

(11)

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”.

(12)

The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies".

(13)

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.

(14)

Non-income producing security.

(15)

Securities exempt from registration under the Securities Act of 1933, as amended and may be deemed to be “restricted securities”. As of June 30, 2024, the aggregate fair value of these securities is $53,885 or 4.68% of the Company's net assets. The initial acquisition dates have been included for such securities.

(16)

Amount rounds to less than $1.

(17)

The annualized seven-day yield as of June 30, 2024 is 5.21%.

(18)

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

PIK – Payment-In-Kind

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

16

Goldman Sachs Private Middle Market Credit II 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 - 204.80%
Canada - 4.75%
1st Lien/Senior Secured Debt - 4.75%
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.96%	S + 6.50%	01/30/26	$		17,147	$	16,988		$	16,804		(5) (6) (7) (8)
Prophix Software Inc. (dba Pound Bidco)	Financial Services		S + 6.50%	01/30/26			3,118		(26	)		(62	)	(6) (7) (8) (9)
Prophix Software Inc. (dba Pound Bidco)	Financial Services	11.96%	S + 6.50%	01/30/26			7,015		6,941			6,875		(5) (6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	11.50%	S + 6.00%	11/06/26			8,458		8,394			8,353		(5) (6) (7) (8)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services		P + 6.00%	11/06/26			1,160		(6	)		(14	)	(5) (6) (7) (8) (9)
Everest Clinical Research Corporation	Professional Services	11.50%	S + 6.00%	11/06/26			5,396		5,313			5,328		(5) (6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	11.71%	S + 6.25%	05/25/27			19,155		18,917			18,915		(5) (6) (7) (8)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		S + 6.25%	05/25/27			3,065		(36	)		(38	)	(6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									56,485			56,161
Total Canada								$	56,485		$	56,161
United Kingdom - 2.18%
1st Lien/Senior Secured Debt - 2.18%
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 8.50% PIK)	07/25/28	GBP		5,814	$	6,888		$	7,207		(5) (6) (7) (8)
Clearcourse Partnership Acquireco Finance Limited	IT Services	13.69%	SN + 8.50% (Incl. 8.50% PIK)	07/25/28	GBP		4,996		2,902			3,044		(5) (6) (7) (8) (9)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26	GBP		10,810		14,316			13,503		(5) (6) (7) (8)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26	GBP		1,678		2,134			2,096		(5) (6) (7) (8)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26	GBP		2,160		(37	)		(55	)	(5) (6) (7) (8) (9)
Total 1st Lien/Senior Secured Debt									26,203			25,795
Total United Kingdom								$	26,203		$	25,795
United States - 197.87%
1st Lien/Senior Secured Debt - 195.60%
Thrasio, LLC	Broadline Retail		S + 7.00%	12/18/26	$		35,972	$	35,555		$	21,224		(5) (7) (8) (10)
Acuity Specialty Products, Inc. (dba Zep Inc.)	Chemicals	9.35%	S + 4.00%	10/02/28			15,410		15,410			14,524		(5) (7) (8)
Elemica Parent, Inc.	Chemicals	11.02%	S + 5.50%	09/18/25			470		466			457		(5) (7) (8)
Elemica Parent, Inc.	Chemicals	11.02%	S + 5.50%	09/18/25			3,475		3,446			3,379		(5) (7) (8)
Elemica Parent, Inc.	Chemicals	11.03%	S + 5.50%	09/18/25			679		673			660		(5) (7) (8)
Elemica Parent, Inc.	Chemicals	11.01%	S + 5.50%	09/18/25			1,358		1,341			1,320		(5) (7) (8)
Elemica Parent, Inc.	Chemicals	11.03%	S + 5.50%	09/18/25			507		501			493		(5) (7) (8)
3SI Security Systems, Inc.	Commercial Services & Supplies	11.52%	S + 6.00%	12/16/26			2,033		2,015			1,952		(5) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.20%	S + 5.75%	11/30/26			25,740		25,463			19,305		(5) (7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			4,201		4,074			3,067		(7) (8) (9)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			8,172		8,083			6,129		(5) (7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			6,552		6,479			4,914		(5) (7) (8)
Sweep Purchaser LLC	Commercial Services & Supplies	11.23%	S + 5.75%	11/30/26			3,268		3,227			2,451		(5) (7) (8)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	11.14%	S + 5.50%	06/29/27			29,331		29,054			28,598		(5) (7) (8)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		P + 4.50%	06/29/27			858		(8	)		(21	)	(5) (7) (8) (9)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.47%	S + 6.13%	08/31/27			39,771		39,173			39,075		(5) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/26			5,134		(58	)		(90	)	(7) (8) (9)

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

17

Goldman Sachs Private Middle Market Credit II 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
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	11.47%	S + 6.13%	08/31/27	$		4,017	$	3,929		$	3,947		(5) (7) (8)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		S + 6.13%	08/31/27			952		(10	)		(17	)	(5) (7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services		S + 6.00%	10/19/27			3,991		(51	)		(30	)	(7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services	11.45%	S + 6.00%	10/19/27			9,977		6,865			6,909		(5) (7) (8) (9)
Assembly Intermediate LLC	Diversified Consumer Services	11.45%	S + 6.00%	10/19/27			39,908		39,361			39,609		(5) (7) (8)
CorePower Yoga LLC	Diversified Consumer Services		S + 6.00% (Incl. 1.25% PIK)	05/14/25			633		(3	)		(101	)	(5) (7) (8) (9)
CorePower Yoga LLC	Diversified Consumer Services	11.36%	S + 6.00% (Incl. 1.25% PIK)	05/14/25			10,251		10,201			8,611		(5) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services		S + 6.00%	12/15/26			2,199		(22	)		(66	)	(7) (8) (9)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26			7,205		7,119			6,989		(5) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26			17,378		17,209			16,857		(5) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.36%	S + 6.00%	12/15/26			13,335		13,254			12,935		(5) (7) (8)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	11.11%	S + 5.75%	12/15/26			14,553		14,466			14,043		(5) (7) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.47%	S + 6.00%	07/06/27			9,752		9,606			9,605		(5) (7) (8) (11)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.47%	S + 6.00%	07/06/27			6,800		3,489			3,468		(7) (8) (9) (11)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27			1,700		(24	)		(25	)	(7) (8) (9) (11)
Whitewater Holding Company LLC	Diversified Consumer Services	11.25%	S + 5.75%	12/21/27			15,470		15,253			15,161		(5) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.26%	S + 5.75%	12/21/27			2,100		444			431		(5) (7) (8) (9)
Whitewater Holding Company LLC	Diversified Consumer Services	11.28%	S + 5.75%	12/21/27			5,193		5,116			5,089		(5) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.25%	S + 5.75%	12/21/27			5,160		5,087			5,057		(5) (7) (8)
Whitewater Holding Company LLC	Diversified Consumer Services	11.52%	S + 6.00%	12/21/27			2,888		2,228			2,233		(5) (7) (8) (9)
Checkmate Finance Merger Sub, LLC	Entertainment	11.95%	S + 6.50%	12/31/27			27,812		27,416			27,255		(5) (7) (8)
Checkmate Finance Merger Sub, LLC	Entertainment		S + 6.50%	12/31/27			2,831		(38	)		(57	)	(5) (7) (8) (9)
Picture Head Midco LLC	Entertainment	12.89%	S + 7.25%	12/31/24			19,351		19,217			18,577		(5) (7) (8) (12)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services	10.85%	S + 5.50%	05/08/28			23,888		23,520			23,768		(5) (7) (8)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28			2,330		(34	)		(12	)	(7) (8) (9)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Financial Services		S + 5.50%	05/08/28			6,510		(48	)		(33	)	(7) (8) (9)
Aria Systems, Inc.	Financial Services	13.47%	S + 8.00%	06/30/26			24,516		24,275			23,780		(5) (7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services	11.47%	S + 6.00%	01/25/28			48,084		47,477			44,718		(5) (7) (8)
BSI3 Menu Buyer, Inc (dba Kydia)	Financial Services		S + 6.00%	01/25/28			1,924		(23	)		(135	)	(7) (8) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			170		(5	)		(5	)	(5) (7) (9)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29			3,045		2,941			2,954		(5) (7)
Fullsteam Operations LLC	Financial Services	13.78%	S + 8.25%	11/27/29			958		271			276		(5) (7) (9)
Fullsteam Operations LLC	Financial Services		S + 8.25%	11/27/29			426		(6	)		(6	)	(5) (7) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services		S + 5.50%	05/22/26			914		(7	)		(11	)	(5) (7) (9)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Financial Services	11.00%	S + 5.50%	05/22/26			22,620		22,469			22,337		(5) (7)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.35%	S + 6.00%	06/01/28			19,580		19,277			18,406		(5) (7) (8)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.36%	S + 6.00%	06/01/28			4,933		4,208			3,987		(5) (7) (8) (9)
MerchantWise Solutions, LLC (dba HungerRush)	Financial Services	11.40%	S + 6.00%	06/01/28			2,485		336			224		(7) (8) (9)
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27			14,400		14,237			14,184		(5) (7) (8)
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27			2,300		1,333			1,323		(7) (8) (9)

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

18

Goldman Sachs Private Middle Market Credit II 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
StarCompliance Intermediate, LLC	Financial Services	12.20%	S + 6.75%	01/12/27	$	2,319	$	2,291		$	2,285		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		1,365		1,357			1,320		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		6,173		6,140			5,973		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		2,661		2,645			2,575		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		2,905		2,881			2,810		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	10.96%	S + 5.50%	12/06/25		2,925		2,897			2,830		(5) (7) (8)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	11.53%	S + 6.00%	12/06/25		8,485		8,377			8,294		(5) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.49%	S + 5.00%	06/21/25		9,474		9,451			9,285		(5) (7) (8)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.46%	S + 5.00%	06/21/25		1,806		449			415		(5) (7) (8) (9)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	10.50%	S + 5.00%	06/21/25		13,376		13,310			13,108		(5) (7) (8)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	11.72%	S + 6.25%	07/02/25		18,611		18,513			18,564		(5) (7)
Argos Health Holdings, Inc	Health Care Providers & Services	11.15%	S + 5.75%	12/03/27		19,551		19,279			18,867		(5) (7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	12.14%	S + 6.50%	10/01/26		39,420		39,015			38,238		(5) (7) (8)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services		S + 6.50%	10/01/25		9,170		(67	)		(275	)	(7) (8) (9)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		1,732		1,729			1,576		(5) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		17,774		17,691			16,175		(5) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 6.25% (Incl. 0.75% PIK)	07/01/24		4,472		4,462			4,070		(5) (7) (8)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	11.86%	S + 7.00% (Incl. 0.75% PIK)	07/01/24		913		293			213		(5) (7) (8) (9)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		13,420		13,205			13,018		(5) (7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		4,074		4,003			3,952		(5) (7) (8)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.11%	S + 5.75%	05/11/28		1,938		652			620		(5) (7) (8) (9)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		343		340			288		(5) (7) (8)
CORA Health Holdings Corp	Health Care Providers & Services	11.39%	S + 5.75%	06/15/27		20,480		20,300			17,203		(5) (7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/28/28		2,023		1,995			1,962		(5) (7) (8)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/26/27		1,552		1,326			1,298		(5) (7) (8) (9)
DECA Dental Holdings LLC	Health Care Providers & Services	11.20%	S + 5.75%	08/28/28		19,216		18,941			18,640		(5) (7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.25%	S + 5.75%	10/15/27		13,693		13,494			13,556		(7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	11.25%	S + 5.75%	10/15/27		21,654		21,359			21,438		(5) (7) (8)
Honor HN Buyer, Inc	Health Care Providers & Services	13.25%	P + 4.75%	10/15/27		2,542		285			292		(7) (8) (9)
Honor HN Buyer, Inc	Health Care Providers & Services	11.50%	S + 6.00%	10/15/27		19,485		11,365			11,422		(7) (8) (9)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services		S + 5.75%	12/15/27		1,998		(27	)		(40	)	(5) (7) (8) (9)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	11.35%	S + 5.75%	12/15/27		9,138		9,010			8,955		(5) (7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		8,633		8,556			8,115		(5) (7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		20,764		20,577			19,518		(5) (7) (8)
One GI LLC	Health Care Providers & Services		S + 6.75%	12/22/25		3,246		(28	)		(195	)	(5) (7) (8) (9)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		5,599		5,532			5,263		(5) (7) (8)
One GI LLC	Health Care Providers & Services	12.21%	S + 6.75%	12/22/25		10,203		10,095			9,591		(5) (7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/27		2,769		336			231		(5) (7) (8) (9)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/28		9,079		8,973			8,625		(5) (7) (8)
Premier Care Dental Management, LLC	Health Care Providers & Services	10.86%	S + 5.50%	08/05/28		16,735		16,498			15,898		(5) (7) (8)

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

19

Goldman Sachs Private Middle Market Credit II 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
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25	$		16,404	$	16,334		$	15,707		(5) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25			4,540		4,516			4,347		(5) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25			10,722		10,665			10,266		(5) (7) (8)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	11.61%	S + 6.00%	01/02/25			2,907		2,892			2,783		(5) (7) (8)
Purfoods, LLC	Health Care Providers & Services	11.78%	S + 6.25%	08/12/26			23,801		23,538			23,324		(5) (7) (8)
Purfoods, LLC	Health Care Providers & Services	11.77%	S + 6.25%	08/12/26			16,069		15,892			15,748		(5) (7) (8)
SpendMend, LLC	Health Care Providers & Services	11.00%	S + 5.50%	03/01/28			12,089		11,934			11,787		(5) (7) (8)
SpendMend, LLC	Health Care Providers & Services	11.02%	S + 5.50%	03/01/28			1,605		621			602		(5) (7) (8) (9)
SpendMend, LLC	Health Care Providers & Services	11.00%	S + 5.50%	03/01/28			5,317		2,194			2,110		(5) (7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.53%	S + 6.00%	08/15/25			16,389		16,264			15,898		(5) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	13.50%	P + 5.00%	08/15/25			2,361		42			(12	)	(5) (7) (8) (9)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.53%	S + 6.00%	08/15/25			3,863		3,832			3,747		(5) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.50%	S + 6.00%	08/15/25			7,092		7,021			6,879		(5) (7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.54%	S + 6.00%	08/15/25			3,935		3,891			3,817		(7) (8)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	11.53%	S + 6.00%	08/15/25			8,861		8,780			8,595		(5) (7) (8)
Total Vision LLC	Health Care Providers & Services	11.63%	S + 6.00%	07/15/26			4,506		4,457			4,394		(5) (7) (8)
Total Vision LLC	Health Care Providers & Services		S + 6.00%	07/15/26			1,150		(12	)		(29	)	(7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.66%	S + 6.00%	07/15/26			2,252		2,227			2,196		(5) (7) (8)
Total Vision LLC	Health Care Providers & Services	11.63%	S + 6.00%	07/15/26			9,460		8,758			8,653		(5) (7) (8) (9)
Total Vision LLC	Health Care Providers & Services	11.64%	S + 6.00%	07/15/26			15,366		15,170			14,982		(5) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26			6,893		6,840			6,686		(5) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26			2,812		1,888			1,834		(7) (8) (9)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26			19,833		19,616			19,238		(5) (7) (8)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	11.25%	S + 5.75%	12/21/26			8,572		8,495			8,315		(5) (7) (8)
Businessolver.com, Inc.	Health Care Technology	10.96%	S + 5.50%	12/01/27			16,528		16,413			16,363		(5) (7) (8)
Businessolver.com, Inc.	Health Care Technology	10.96%	S + 5.50%	12/01/27			2,454		374			359		(5) (7) (8) (9)
ESO Solutions, Inc	Health Care Technology	12.36%	S + 7.00%	05/03/27			36,294		35,846			35,750		(5) (7) (8)
ESO Solutions, Inc	Health Care Technology	12.36%	S + 7.00%	05/03/27			3,292		1,938			1,926		(5) (7) (8) (9)
Experity, Inc.	Health Care Technology		S + 5.75%	02/24/28			3,023		(9	)		(98	)	(5) (7) (8) (9)
Experity, Inc.	Health Care Technology	11.20%	S + 5.75%	02/24/28			33,662		33,556			32,568		(5) (7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology		S + 8.25% (Incl. 3.75% PIK)	06/24/26			1,749		(16	)		(52	)	(7) (8) (9)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26			14,235		14,100			13,808		(5) (7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26			2,490		2,473			2,416		(5) (7) (8)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	13.75%	S + 8.25% (Incl. 3.75% PIK)	06/24/26			930		922			902		(5) (7) (8)
HealthEdge Software, Inc.	Health Care Technology		S + 6.25%	04/09/26			3,400		(36	)		(51	)	(5) (7) (8) (9)
HealthEdge Software, Inc.	Health Care Technology	11.71%	S + 6.25%	04/09/26			3,005		3,006			2,960		(5) (7) (8)
HealthEdge Software, Inc.	Health Care Technology	11.71%	S + 6.25%	04/09/26			32,442		32,079			31,955		(5) (7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	11.40%	S + 6.00%	05/11/29			11,272		11,090			10,934		(5) (7) (8)
Intelligent Medical Objects, Inc.	Health Care Technology	11.39%	S + 6.00%	05/11/29			2,684		959			909		(5) (7) (8) (9)
Intelligent Medical Objects, Inc.	Health Care Technology	11.41%	S + 6.00%	05/11/28			1,396		34			14		(5) (7) (8) (9)

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

20

Goldman Sachs Private Middle Market Credit II 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
MedeAnalytics, Inc.	Health Care Technology		3.00% PIK	10/23/28	$	9,333	$	6,075		$	6,277		(5) (7) (8) (10) (11)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	13.10%	S + 7.50%	07/18/28		1,705		485			494		(7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.92%	S + 7.50%	07/18/28		7,351		4,859			4,786		(5) (7) (8) (9)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		2,145		2,128			2,124		(5) (7) (8)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.93%	S + 7.50%	07/18/28		22,055		21,699			21,834		(5) (7) (8)
WebPT, Inc.	Health Care Technology	12.22%	S + 6.75%	01/18/28		2,146		491			469		(5) (7) (8) (9)
WebPT, Inc.	Health Care Technology	12.24%	S + 6.75%	01/18/28		12,701		12,424			12,447		(5) (7) (8)
WebPT, Inc.	Health Care Technology	12.22%	S + 6.75%	01/18/28		12,434		12,298			12,185		(5) (7) (8)
WebPT, Inc.	Health Care Technology	12.25%	S + 6.75%	01/18/28		2,146		1,787			1,768		(5) (7) (8) (9)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/21/26		46,540		45,659			28,296		(5) (7) (8) (10)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		S + 8.00%	12/22/25		7,000		6,843			4,256		(7) (8) (10)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	12.21%	S + 6.75%	07/09/25		26,216		26,055			25,823		(5) (7) (8)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	12.21%	S + 6.75%	07/09/25		2,186		1,458			1,437		(5) (7) (8) (9)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	12.21%	S + 6.75%	07/09/25		5,438		5,390			5,356		(5) (7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		3,876		1,085			1,007		(7) (8) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		3,343		893			869		(7) (8) (9)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		31,886		31,451			31,248		(5) (7) (8)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	11.85%	S + 6.50%	08/11/27		6,081		6,081			5,960		(5) (7) (8)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		11,890		11,756			11,711		(5) (7) (8)
Sunstar Insurance Group, LLC	Insurance	12.27%	S + 6.00%	10/09/26		3,503		1,128			1,115		(7) (8) (9)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		7,528		7,446			7,415		(5) (7) (8)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		335		333			330		(5) (7) (8)
Sunstar Insurance Group, LLC	Insurance	11.50%	S + 6.00%	10/09/26		18,106		5,616			5,589		(7) (8) (9)
Kaseya Inc.	IT Services	11.38%	S + 6.00% (Incl. 2.50% PIK)	06/25/29		17,045		16,834			16,874		(5) (7) (8)
Kaseya Inc.	IT Services	11.38%	S + 6.00% (Incl. 2.50% PIK)	06/25/29		1,011		56			52		(5) (7) (8) (9)
Kaseya Inc.	IT Services	10.86%	S + 6.00% (Incl. 2.50% PIK)	06/25/29		1,013		243			245		(5) (7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	10.99%	S + 5.50%	01/20/27		19,997		19,769			19,697		(5) (7) (8)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27		2,400		(25	)		(36	)	(7) (8) (9)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		S + 5.50%	01/20/27		3,700		(23	)		(55	)	(5) (7) (8) (9)
WSO2, Inc.	IT Services	12.97%	S + 7.50% (Incl. 3.00% PIK)	11/04/26		30,056		29,715			29,755		(5) (7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.90%	S + 7.25% (Incl. 6.25% PIK)	12/16/27		14,138		13,896			12,724		(5) (7) (8)
LS Clinical Services Holdings, Inc (dba CATO)	Pharmaceuticals	12.88%	S + 7.25% (Incl. 6.25% PIK)	06/16/27		2,013		766			597		(5) (7) (8) (9)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26		13,421		13,299			13,354		(5) (7) (8)
Bullhorn, Inc.	Professional Services		S + 5.50%	09/30/26		693		(6	)		(3	)	(5) (7) (8) (9)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26		621		616			618		(5) (7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26		222		220			221		(5) (7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26		278		276			277		(5) (7) (8)
Bullhorn, Inc.	Professional Services	10.96%	S + 5.50%	09/30/26		2,390		2,383			2,378		(5) (7) (8)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	12.13%	S + 6.75%	05/18/29		3,676		1,228			1,213		(5) (7) (8) (9)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	12.13%	S + 6.75%	05/18/29		42,337		41,478			41,490		(5) (7) (8)

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

21

Goldman Sachs Private Middle Market Credit II 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
Diligent Corporation	Professional Services	11.78%	S + 6.25%	08/04/25	$	20,396	$	20,216		$	20,345		(5) (7) (8)
Diligent Corporation	Professional Services	11.76%	S + 6.25%	08/04/25		3,503		1,871			1,883		(5) (7) (8) (9)
Diligent Corporation	Professional Services	11.28%	S + 5.75%	08/04/25		8,587		8,553			8,480		(5) (7) (8)
Diligent Corporation	Professional Services	11.28%	S + 5.75%	08/04/25		12,642		12,592			12,484		(5) (7) (8)
Diligent Corporation	Professional Services	11.78%	S + 6.25%	08/04/25		1,706		1,692			1,702		(5) (7) (8)
Diligent Corporation	Professional Services	11.78%	S + 6.25%	08/04/25		1,076		1,067			1,073		(5) (7) (8)
iCIMS, Inc.	Professional Services	12.10%	S + 6.75%	08/18/28		3,639		558			489		(5) (7) (8) (9)
iCIMS, Inc.	Professional Services	12.62%	S + 7.25% (Incl. 3.88% PIK)	08/18/28		39,752		39,215			38,460		(5) (7) (8)
iCIMS, Inc.	Professional Services		S + 3.38%	08/18/28		8,127		—			(264	)	(5) (7) (8) (9)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.23%	S + 5.75%	11/30/27		15,235		15,034			14,931		(5) (7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.24%	S + 5.75%	11/30/27		15,486		15,262			15,176		(5) (7) (8)
NFM & J, L.P. (dba the Facilities Group)	Professional Services		S + 5.75%	11/30/27		2,696		(36	)		(54	)	(5) (7) (8) (9)
Pluralsight, Inc	Professional Services	13.56%	S + 8.00%	04/06/27		68,747		67,901			65,309		(5) (7) (8)
Pluralsight, Inc	Professional Services	13.52%	S + 8.00%	04/06/27		4,600		3,523			3,344		(5) (7) (8) (9)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	12.08%	S + 6.00%	10/23/26		9,793		9,745			9,303		(5) (6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	12.08%	S + 6.00%	10/23/26		31,926		31,636			30,329		(5) (6) (7) (8)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	11.53%	S + 6.00%	10/23/26		10,237		10,177			9,725		(5) (6) (7) (8)
MRI Software LLC	Real Estate Mgmt. & Development	10.95%	S + 5.50%	02/10/27		16,291		16,224			15,904		(5)
MRI Software LLC	Real Estate Mgmt. & Development		S + 5.50%	02/10/27		1,143		(4	)		(27	)	(5) (9)
MRI Software LLC	Real Estate Mgmt. & Development	10.95%	S + 5.50%	02/10/26		30,397		30,154			29,675		(5)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.89%	S + 6.50%	07/01/27		8,383		7,186			7,102		(7) (8) (9)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.89%	S + 6.50%	07/01/27		80,545		80,545			79,740		(5) (7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		14,518		14,318			14,227		(5) (7) (8)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		1,100		810			803		(5) (7) (8) (9)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	11.71%	S + 6.25%	03/10/27		1,522		1,512			1,491		(5) (7) (8)
Acquia, Inc.	Software	12.60%	S + 7.00%	10/31/25		1,933		937			912		(5) (7) (8) (9)
Acquia, Inc.	Software	12.74%	S + 7.00%	10/31/25		24,940		24,721			24,442		(5) (7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.89%	S + 7.00%	07/01/26		4,160		1,206			1,071		(5) (7) (8) (9)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.66%	S + 8.00%	07/01/26		2,127		2,127			2,084		(5) (7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	12.63%	S + 7.00%	07/01/26		35,280		34,879			33,781		(5) (7) (8)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	13.63%	S + 8.00%	07/01/26		5,900		5,900			5,782		(5) (7) (8)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		5,871		5,785			5,797		(5) (7) (8)
CivicPlus LLC	Software	11.46%	S + 6.00%	08/24/27		1,112		362			364		(5) (7) (8) (9)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		2,760		2,718			2,726		(5) (7) (8)
CivicPlus LLC	Software	12.04%	S + 6.50% (Incl. 2.50% PIK)	08/24/27		5,925		5,840			5,851		(5) (7) (8)
CloudBees, Inc.	Software	12.47%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		11,345		10,885			11,232		(5) (7) (8)
CloudBees, Inc.	Software	12.47%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		26,552		25,540			26,287		(5) (7) (8)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27		4,946		2,410			2,375		(5) (7) (8) (9)
Gainsight, Inc.	Software	12.28%	S + 6.75% PIK	07/30/27		45,604		45,177			44,806		(5) (7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	11.96%	S + 6.50%	01/29/27		2,337		542			549		(7) (8) (9)

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

22

Goldman Sachs Private Middle Market Credit II 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
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	12.48%	S + 7.00% (Incl. 1.50% PIK)	01/29/27	$	26,474	$	26,100		$	26,341		(5) (7) (8)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	11.48%	S + 6.00%	01/29/27		3,417		3,374			3,399		(5) (7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/01/28		11,671		(11	)		(146	)	(7) (8) (9)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.96%	S + 5.50%	12/01/28		1,587		1,571			1,568		(7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.96%	S + 5.50%	12/01/28		37,526		37,456			37,057		(5) (7) (8)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/02/27		4,244		(7	)		(53	)	(7) (8) (9)
Pioneer Buyer I, LLC	Software	12.35%	S + 7.00% PIK	11/01/28		26,850		26,533			26,582		(5) (7) (8)
Pioneer Buyer I, LLC	Software		S + 7.00% PIK	11/01/27		3,900		(50	)		(39	)	(5) (7) (8) (9)
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28		4,387		4,346			4,343		(5) (7) (8)
Rubrik, Inc.	Software	12.52%	S + 7.00%	08/17/28		613		56			56		(5) (7) (8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.72%	S + 6.25%	07/02/27		11,198		11,055			11,030		(5) (7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.73%	S + 6.25%	07/02/27		4,479		2,198			2,172		(5) (7) (8) (9)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.73%	S + 6.25%	07/02/27		37,327		36,956			36,767		(5) (7) (8)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	11.74%	S + 6.25%	07/02/27		3,239		3,161			3,191		(5) (8)
WorkForce Software, LLC	Software	12.79%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		12,009		11,929			11,889		(5) (7) (8)
WorkForce Software, LLC	Software		S + 7.25% (Incl. 3.00% PIK)	07/31/25		980		(6	)		(10	)	(5) (7) (8) (9)
WorkForce Software, LLC	Software	12.63%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		9,239		9,167			9,146		(5) (7) (8)
WorkForce Software, LLC	Software	12.79%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,895		2,870			2,866		(5) (7) (8)
WorkForce Software, LLC	Software	12.82%	S + 7.25% (Incl. 3.00% PIK)	07/31/25		2,124		2,110			2,103		(5) (7) (8)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		6,763		4,594			4,565		(5) (7) (9)
Harrington Industrial Plastics, LLC	Trading Companies & Distributors	11.11%	S + 5.75%	10/07/30		19,837		19,353			19,341		(5) (7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		20,335		20,184			20,284		(5) (7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		1,744		1,731			1,740		(5) (7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		1,248		1,239			1,245		(5) (7)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	11.47%	S + 5.98%	11/01/28		1,808		1,794			1,803		(5) (7)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	10.50%	S + 5.00%	04/02/25		37,599		37,278			37,223		(5) (7) (8)
Total 1st Lien/Senior Secured Debt								2,399,237			2,314,524
1st Lien/Last-Out Unitranche (13) - 1.72%
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28	$	17,879	$	17,497		$	17,432		(5) (7) (8)
EDB Parent, LLC (dba Enterprise DB)	Software	12.10%	S + 6.75%	07/07/28		6,958		3,153			2,978		(5) (7) (8) (9)
Total 1st Lien/Last-Out Unitranche								20,650			20,410
Unsecured Debt - 0.55%
CivicPlus LLC	Software	17.00%	S + 11.75%	06/09/34	$	6,734	$	6,572		$	6,566		(5) (7) (8)
Total Unsecured Debt								6,572			6,566
Total United States							$	2,426,459		$	2,341,500
Total Debt Investments							$	2,509,147		$	2,423,456

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

23

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2023 (continued)

(in thousands, except unit and per unit amounts)

Investment (1)	Industry (2)	Initial Acquisition Date(14)	Shares(4)		Cost		Fair Value		Footnotes
Equity Securities - 4.51%
United States - 4.51%
Common Stock - 1.06%
Foundation Software - Class B	Construction & Engineering	08/31/20		490,234	$	—	$	758	(7) (8) (15)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		1,000		1,000		1,746	(7) (8) (11) (15)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		21,000		2,100		1,985	(7) (8) (15)
Total Vision LLC	Health Care Providers & Services	07/15/21		115,714		2,150		2,099	(7) (8) (15)
MedeAnalytics, Inc.	Health Care Technology	04/21/23		373		—		—	(7) (8) (11) (15)
Volt Bidco, Inc. (dba Power Factors)	Independent Power and Renewable Electricity Producers	08/11/21		3,044		3,091		3,668	(7) (8) (15)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	03/10/21		26,555		2,655		2,266	(7) (8) (15)
Total Common Stock						10,996		12,522
Preferred Stock - 3.43%
Foundation Software	Construction & Engineering	08/31/20		912	$	912	$	1,227	(7) (8) (15)
MedeAnalytics, Inc.	Health Care Technology	10/09/20		—		—		—	(7) (8) (11) (15) (16)
WSO2, Inc.	IT Services	11/04/21		509,767		8,052		8,029	(7) (8) (15)
Diligent Corporation	Professional Services	04/06/21		4,400		4,290		5,700	(7) (8) (15)
CloudBees, Inc.	Software	11/24/21		1,038,917		11,623		14,057	(7) (8) (15)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		9,549		9,310		11,549	(7) (8) (15)
Total Preferred Stock						34,187		40,562
Warrants - 0.02%
CloudBees, Inc.	Software	11/24/21		300,946	$	1,666	$	220	(7) (8) (15)
Total Warrants						1,666		220
Total United States					$	46,849	$	53,304
Total Equity Securities					$	46,849	$	53,304
Total Investments - 209.31%					$	2,555,996	$	2,476,760
Investments in Affiliated Money Market Fund - 21.62%
United States - 21.62%
Goldman Sachs Financial Square Government Fund - Institutional Shares				255,823,737	$	255,824	$	255,824	(5) (17) (18)
Total Investments in Affiliated Money Market Fund						255,824		255,824
Total United States					$	255,824	$	255,824
Total Investments and Investments in Affiliated Money Market Fund - 230.93%					$	2,811,820	$	2,732,584

(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 L, S, SN, or alternate base rate (commonly based on the 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, rates for the 3 month and 1 month L were 5.59% and 5.47%, respectively. As of December 31, 2023, 1 month S was 5.35%, 3 month S was 5.33%, 6 month S was 5.16%, SN, was 5.19%, 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, EUR, GBP, or CAD.

(5)

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”.

(6)

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 $131,313 or 4.71% of the Company’s total assets.

(7)

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”.

(8)

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

(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 7 "Commitments and Contingencies".

(10)

The investment is on non-accrual status. See Note 2 "Significant Accounting Policies".

(11)

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”.

(12)

The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies".

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

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(13)

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.

(14)

Securities exempt from registration under the Securities Act of 1933, as amended and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $53,304 or 4.51% of the Company's net assets. The initial acquisition dates have been included for such securities.

(15)

Non-income producing security.

(16)

Amount rounds to less than $1.

(17)

The annualized seven-day yield as of December 31, 2023 is 5.25%.

(18)

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

PIK – Payment-In-Kind

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

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Goldman Sachs Private Middle Market Credit II LLC

Notes to the Consolidated Financial Statements

(in thousands, except unit and per unit amounts)

(Unaudited)

1. ORGANIZATION

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

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche 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 March 25, 2019 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On February 26, 2020, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an extension of the final date on which the Company accepted Subscription Agreements (the “Final Closing Date”) to September 26, 2020.

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date in the Company’s private offering, provided that it may be extended by the Board of Directors, in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the unitholders of the Company (the “Unitholders”), for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion. On August 2, 2023, the Board approved and authorized an extension of the investment period of the Company for an additional twelve-month period ending September 26, 2024.

Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of the Goldman Sachs Asset Management 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).

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

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

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2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

Basis of Consolidation

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

Revenue Recognition

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

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized 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	$	1,691	$	231	$	2,585	$	389

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.

27

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 four portfolio companies on non-accrual status, which represented 6.0% and 2.9% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value. As of December 31, 2023, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 3.7% and 2.4% of total investments (excluding investments in money market funds, if any) at amortized cost and at fair value.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent 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;

28

(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 $67,236 and $23,308 in cash. Foreign currency of $2,114 and $2,531 (acquisition cost of $2,113 and $2,483) 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.

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.

29

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. 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. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

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

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.

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3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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

Management Fee

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

For the three and six months ended June 30, 2024, Management Fees amounted to $4,387 and $8,838. As of June 30, 2024, $4,387 remained payable. For the three and six months ended June 30, 2023, Management Fees amounted to $4,683 and $9,316.

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.

“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.

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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 $(2,400) and $2,786. As of June 30, 2024, $54,463 remained 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 $7,555 and $8,918.

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 June 30, 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 $377 and $762. As of June 30, 2024, $394 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 $412 and $825.

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 $37 and $66. As of June 30, 2024, $18 remained payable. For the three and six months ended June 30, 2023, the Company incurred expenses for services provided by the Transfer Agent of $21 and $56.

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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	$	255,824	$	456,504	$	(591,065	)	$	—	$	—	$	121,263	$	3,516
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		14,794		4,948		(475	)		—		186		19,453		851
MedeAnalytics, Inc.		6,277		—		(18	)		—		88		6,347		—
Thrasio, LLC		—		15,635		—			—		—		15,635		23
Total Non-Controlled Affiliates	$	276,895	$	477,087	$	(591,558	)	$	—	$	274	$	162,698	$	4,390
For the Year Ended December 31, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	122,499	$	812,120	$	(678,795	)	$	—	$	—	$	255,824	$	7,605
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		10,708		3,594		(99	)		—		591		14,794		1,342
MedeAnalytics, Inc.		—		6,075		—			—		202		6,277		—
Total Non-Controlled Affiliates	$	133,207	$	821,789	$	(678,894	)	$	—	$	793	$	276,895	$	8,947

(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 on behalf of the Company in the ordinary course of business. As of June 30, 2024 and December 31, 2023, there were $46 and $190, respectively, included within Accrued expenses and other liabilities that were 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.

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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	$	2,310,151	$	2,200,995	$	2,481,925	$	2,396,480
1st Lien/Last-Out Unitranche		21,643		21,492		20,650		20,410
2nd Lien/Senior Secured Debt		3,789		3,801		—		—
Unsecured Debt		7,785		7,743		6,572		6,566
Preferred Stock		34,187		41,903		34,187		40,562
Common Stock		10,996		11,711		10,996		12,522
Warrants		1,666		271		1,666		220
Total investments	$	2,390,217	$	2,287,916	$	2,555,996	$	2,476,760

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
Software		17.8	%		35.4	%		17.5	%		36.6	%
Health Care Providers & Services		17.1			34.0			18.3			38.2
Professional Services		10.6			21.1			11.4			23.8
Health Care Technology		10.2			20.3			9.9			20.8
Real Estate Mgmt. & Development		7.6			15.2			7.3			15.4
Financial Services		7.0			14.0			7.3			15.3
Diversified Consumer Services		6.9			13.7			6.1			12.7
IT Services		3.9			7.7			3.4			7.2
Health Care Equipment & Supplies		3.1			6.1			2.6			5.5
Commercial Services & Supplies		2.7			5.3			2.7			5.6
Construction & Engineering		2.1			4.2			1.8			3.8
Entertainment		2.0			3.9			1.9			3.9
Independent Power and Renewable Electricity Producers		1.9			3.8			1.7			3.6
Insurance		1.5			3.0			1.1			2.2
Hotels, Restaurants & Leisure		1.4			2.9			1.3			2.8
Trading Companies & Distributors		1.1			2.1			2.0			4.1
Chemicals		0.9			1.8			0.8			1.8
Specialty Retail		0.8			1.6			—			—
Broadline Retail		0.7			1.3			0.9			1.8
Pharmaceuticals		0.7			1.3			0.5			1.1
Transportation Infrastructure		—			—			1.5			3.1
Total		100.0	%		198.7	%		100.0	%		209.3	%

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

Geographic	June 30, 2024			December 31, 2023
United States		97.4	%		96.7	%
Canada		1.4			2.3
United Kingdom		1.2			1.0
Total		100.0	%		100.0	%

5. FAIR VALUE MEASUREMENT

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

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

Basis of Fair Value Measurement

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

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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.

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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.

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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	$	2,040,378	Discounted cash flows	Discount Rate	8.3% - 56.5%	12.0%
	$	40,086	Comparable multiples	EV/Revenue	0.4x - 1.5x	1.4x
	$	15,959	Collateral analysis	Recovery Rate	—	28.0%
1st Lien/Last-Out Unitranche	$	21,492	Discounted cash flows	Discount Rate	—	12.0%
2nd Lien/Senior Secured Debt	$	3,801	Comparable multiples	EV/EBITDA(6)	—	9.5x
Unsecured Debt	$	7,743	Discounted cash flows	Discount Rate	—	17.3%
Equity
Preferred Stock	$	19,449	Comparable multiples	EV/EBITDA(6)	20.0x - 31.4x	27.1x
	$	22,454	Comparable multiples	EV/Revenue	3.7x - 5.9x	4.5x
Common Stock	$	8,620	Comparable multiples	EV/EBITDA(6)	7.0x - 20.0x	14.4x
	$	3,091	Comparable multiples	EV/Revenue	—	13.0x
Warrants	$	271	Comparable multiples	EV/Revenue	—	3.7x
As of December 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	2,161,922	Discounted cash flows	Discount Rate	8.8% - 31.8%	11.0%
	$	35,866	Comparable multiples	EV/EBITDA(6)	—	10.0x
	$	60,053	Comparable multiples	EV/Revenue	0.4x - 2.7x	1.7x
1st Lien/Last-Out Unitranche	$	20,410	Discounted cash flows	Discount Rate	—	11.7%
Unsecured Debt	$	6,566	Discounted cash flows	Discount Rate	—	17.2%
Equity
Preferred Stock	$	18,476	Comparable multiples	EV/EBITDA(6)	13.7x - 31.2x	28.7x
	$	22,086	Comparable multiples	EV/Revenue	4.0x - 4.1x	4.0x
Common Stock	$	8,854	Comparable multiples	EV/EBITDA(6)	9.3x - 17.5x	13.3x
	$	3,668	Comparable multiples	EV/Revenue	—	14.8x
Warrants	$	220	Comparable multiples	EV/Revenue	—	4.0x

(1)

As of June 30, 2024, included within Level 3 assets of $2,223,792 is an amount of $40,448 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $2,069,613 or 95.4% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)

As of December 31, 2023, included within Level 3 assets of $2,412,644 is an amount of $74,523 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $2,188,898 or 92.8% 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.

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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	$	—	$	64,124	$	2,136,871	$	2,200,995	$	—	$	64,116	$	2,332,364	$	2,396,480
1st Lien/Last-Out Unitranche		—		—		21,492		21,492		—		—		20,410		20,410
2nd Lien/Senior Secured Debt		—		—		3,801		3,801		—		—		—		—
Unsecured Debt		—		—		7,743		7,743		—		—		6,566		6,566
Preferred Stock		—		—		41,903		41,903		—		—		40,562		40,562
Common Stock		—		—		11,711		11,711		—		—		12,522		12,522
Warrants		—		—		271		271		—		—		220		220
Investments in Affiliated Money Market Fund		121,263		—		—		121,263		255,824		—		—		255,824
Total	$	121,263	$	64,124	$	2,223,792	$	2,409,179	$	255,824	$	64,116	$	2,412,644	$	2,732,584

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

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements (1)			Net Amortization of Premium/ Discount			Transfers In (2)		Transfers Out (2)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Six Months Ended June 30, 2024
1st Lien/Senior Secured Debt	$	2,332,364	$	234,175	$	(39,956	)	$	(23,987	)	$	(372,391	)	$	6,666		$	—	$	—		$	2,136,871	$	(49,890	)
1st Lien/Last-Out Unitranche		20,410		958		—			89			—			35			—		—			21,492		89
2nd Lien/Senior Secured Debt		—		3,789		—			12			—			—			—		—			3,801		12
Unsecured Debt		6,566		1,207		—			(36	)		—			6			—		—			7,743		(36	)
Preferred Stock		40,562		—		—			1,341			—			—			—		—			41,903		1,341
Common Stock		12,522		—		—			(811	)		—			—			—		—			11,711		(811	)
Warrants		220		—		—			51			—			—			—		—			271		51
Total assets	$	2,412,644	$	240,129	$	(39,956	)	$	(23,341	)	$	(372,391	)	$	6,707		$	—	$	—		$	2,223,792	$	(49,244	)
For the Six Months Ended June 30, 2023
1st Lien/Senior Secured Debt	$	2,501,677	$	104,267	$	(35,527	)	$	1,460		$	(59,579	)	$	4,931		$	—	$	(24,504	)	$	2,492,725	$	(6,621	)
1st Lien/Last-Out Unitranche		18,243		1,083		—			(38	)		—			38			—		—			19,326		(39	)
2nd Lien/Senior Secured Debt		—		—		—			—			—			—			—		—			—		—
Unsecured Debt		5,552		981		—			35			—			(2	)		—		—			6,566		36
Preferred Stock		40,994		—		(1,825	)		5,252			—			—			—		—			44,421		3,427
Common Stock		11,903		—		—			1,537			—			—			—		—			13,440		1,537
Warrants		551		—		—			(145	)		—			—			—		—			406		(145	)
Total assets	$	2,578,920	$	106,331	$	(37,352	)	$	8,101		$	(59,579	)	$	4,967		$	—	$	(24,504	)	$	2,576,884	$	(1,805	)

(1)

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

(2)

Transfers in (out) of Level 3 are due to a decrease (increase) in the 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 Revolving Credit Facilities have variable interest based on selected short-term rates.

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6. DEBT

On May 2, 2019, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of June 30, 2024 and December 31, 2023, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 191% and 181%.

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
MUFG Revolving Credit Facility	$	—	$	—	$	—	$	50,050	$	50,050	$	—
JPM Revolving Credit Facility(1)		1,650,000		384,721		1,266,088		1,650,000		184,721		1,466,263
Total debt	$	1,650,000	$	384,721	$	1,266,088	$	1,700,050	$	234,771	$	1,466,263

(1)

Provides, under certain circumstances, a total borrowing capacity of $2,000,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2024, the Company had outstanding borrowings denominated in USD of $1,245,500, in CAD of CAD 150 and in GBP of GBP 16,200. As of December 31, 2023, the Company had outstanding borrowings denominated in USD of $1,445,500, in CAD of CAD 150 and in GBP of GBP 16,200.

The combined weighted average interest rate of the aggregate borrowings outstanding for the six months ended June 30, 2024 was 8.15% and the year ended December 31, 2023 was 7.96%. The combined weighted average debt of the aggregate borrowings outstanding for the six months ended June 30, 2024 was $1,346,461 and the year ended December 31, 2023 was $1,489,172.

MUFG Revolving Credit Facility

The Company entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 and May 4, 2023. The MUFG Revolving Credit Facility matured on May 3, 2024 and was terminated in accordance with its terms.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $50,050 until May 3, 2024. The Borrowing Base was calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility was May 3, 2024, following the Company’s exercise of its maturity extension on October 5, 2023.

As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the MUFG Revolving Credit Facility.

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

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

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

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

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

Costs of $6,037 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs in the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of June 30, 2024 and December 31, 2023, outstanding deferred financing costs were $0 and $70.

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

	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024		June 30, 2023
Borrowing interest expense	$	—		$	909		$	—	$	1,295
Facility fees		(22	)		16			27		105
Amortization of financing costs		19			200			73		389
Total	$	(3	)	$	1,125		$	100	$	1,789
Weighted average interest rate	—%				7.61	%	—%			7.44	%
Average outstanding balance	$	—		$	47,901		$	—	$	35,133

JPM Revolving Credit Facility

On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, U.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. The Company amended the JPM Revolving Credit Facility on numerous occasions between February 12, 2021 and March 14, 2024.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to (x) Term SOFR (or the applicable benchmark for loans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect and, (y) to the extent Term SOFR is unavailable, a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.55% per annum, after giving effect to the amendment dated March 14, 2024. SPV will also pay a commitment fee of 0.55% per annum on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility), and an administrative fee of 0.20% per annum on the total commitment. The JPM Revolving Credit Facility is a multicurrency facility. As of June 30, 2024, the total commitments under the JPM Revolving Credit Facility were $1,650,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at such time.

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

In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable. As of June 30, 2024, the Company was in compliance with these covenants.

40

Costs of $15,013 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs in the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of June 30, 2024 and December 31, 2023, outstanding deferred financing costs were $6,906 and $8,412.

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	$	26,465		$	27,747		$	54,555		$	55,067
Facility fees		1,410			460			2,717			922
Amortization of financing costs		775			634			1,544			1,261
Total	$	28,650		$	28,841		$	58,816		$	57,250
Weighted average interest rate		8.13	%		7.59	%		8.15	%		7.58	%
Average outstanding balance	$	1,308,743		$	1,465,840		$	1,346,461		$	1,465,569

7. 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	$	1,475,812	$	132,823		91	%	$	1,475,812	$	132,823		91	%

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(1)
	June 30, 2024		December 31, 2023
1st Lien/Senior Secured Debt
1272775 B.C. LTD. (dba Everest Clinical Research)	$	1,160	$	1,160
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)		1,100		275
Acquia, Inc.		1,160		982
Admiral Buyer, Inc. (dba Fidelity Payment Services)		2,881		8,840
AQ Helios Buyer, Inc. (dba SurePoint)		2,080		2,912
Assembly Intermediate LLC		6,984		6,984
Bigchange Group Limited		2,731		2,753
BSI3 Menu Buyer, Inc (dba Kydia)		641		1,924
Bullhorn, Inc.		693		693
Businessolver.com, Inc.		1,863		2,071
Capitol Imaging Acquisition Corp.		9,170		9,170
Charger Debt Merger Sub, LLC (dba Classic Collision)		11,808		—
Checkmate Finance Merger Sub, LLC		2,831		2,831
Chronicle Bidco Inc. (dba Lexitas)		3,676		2,390
CivicPlus LLC		1,112		734
Clearcourse Partnership Acquireco Finance Limited		3,122		3,148
Coding Solutions Acquisition, Inc.		1,260		1,260
CorePower Yoga LLC		633		633
Diligent Corporation		10,728		1,611
Elemica Parent, Inc.		125		—
ESO Solutions, Inc.		658		1,317
Experity, Inc.		3,023		3,023
Fullsteam Operations LLC		581		1,264
Gainsight, Inc.		2,484		2,484
GHA Buyer Inc. (dba Cedar Gate)		1,749		1,749

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	Unfunded Commitment Balances(1)
	June 30, 2024		December 31, 2023
GovDelivery Holdings, LLC (dba Granicus, Inc.)	$	3,354	$	1,776
Governmentjobs.com, Inc. (dba NeoGov)		15,172		15,915
GS AcquisitionCo, Inc. (dba Insightsoftware)		792		914
Harrington Industrial Plastics, LLC		10,329		2,029
HealthEdge Software, Inc.		3,400		3,400
Helios Buyer, Inc. (dba Heartland)		2,199		2,199
Honor HN Buyer, Inc		7,225		10,093
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		547		716
iCIMS, Inc.		5,457		11,159
Intelligent Medical Objects, Inc.		1,396		3,035
Kaseya Inc.		1,655		1,705
LS Clinical Services Holdings, Inc (dba CATO)		200		1,215
MerchantWise Solutions, LLC (dba HungerRush)		650		2,762
Millstone Medical Outsourcing, LLC		1,998		1,998
MRI Software LLC		1,143		1,143
NFM & J, L.P. (dba the Facilities Group)		2,561		2,696
PDDS Holdco, Inc. (dba Planet DDS)		2,393		3,686
Pioneer Buyer I, LLC		2,518		3,900
Riverpoint Medical, LLC		903		1,354
Rodeo Buyer Company (dba Absorb Software)		3,065		3,065
Rubrik, Inc.		261		551
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		408		4,930
SpendMend, LLC		3,823		4,037
StarCompliance Intermediate, LLC		713		943
Sundance Group Holdings, Inc. (dba NetDocuments)		1,792		2,240
Sunstar Insurance Group, LLC		6,393		14,580
Superman Holdings, LLC (dba Foundation Software)		6,086		6,086
Sweep Purchaser LLC		4,201		84
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)		1,210		2,302
Total Vision LLC		1,150		1,720
USN Opco LLC (dba Global Nephrology Solutions)		894		894
Volt Bidco, Inc. (dba Power Factors)		3,696		5,198
VRC Companies, LLC (dba Vital Records Control)		858		858
WebPT, Inc.		1,839		1,969
Wellness AcquisitionCo, Inc. (dba SPINS)		4,435		6,100
Whitewater Holding Company LLC		341		2,247
WorkForce Software, LLC		980		980
Zarya Intermediate, LLC (dba iOFFICE)		8,383		1,198
CFS Management, LLC (dba Center for Sight Management)		—		618
DECA Dental Holdings LLC		—		207
One GI LLC		—		3,246
Pluralsight, Inc		—		1,026
Premier Care Dental Management, LLC		—		2,400
Prophix Software Inc. (dba Pound Bidco)		—		3,118
Total 1st Lien/Senior Secured Debt	$	188,673	$	202,500
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	2,848	$	3,806
Total 1st Lien/Last-Out Unitranche	$	2,848	$	3,806
Total	$	191,521	$	206,306

(1)

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

Contingencies

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

8. MEMBERS’ CAPITAL

Capital Drawdowns

The Company did not issue a capital drawdown for the six months ended June 30, 2024.

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

Unit Issue Date	Units Issued		Proceeds Received
For the Six Months Ended June 30, 2023
May 30, 2023		160,166	$	14,758
Total capital drawdowns		160,166	$	14,758

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Distributions

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

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	$	3.44	(1)
May 1, 2024	July 2, 2024	August 5, 2024	$	2.78
For the Six Months Ended June 30, 2023
May 3, 2023	May 8, 2023	May 25, 2023	$	3.03

(1) $0.52 is considered capital gains distribution.

9. 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	$	(13,596	)	$	42,811	$	15,788	$	50,533
Weighted average Units outstanding		13,854,750			13,750,906		13,854,750		13,722,900
Basic and diluted earnings (loss) per unit	$	(0.99	)	$	3.11	$	1.13	$	3.68

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

10. FINANCIAL HIGHLIGHTS

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

	For the Six Months Ended
	June 30, 2024			June 30, 2023
Per Unit Data:(1)
NAV, beginning of period	$	85.41		$	90.58
Net investment income		5.67			5.94
Net realized and unrealized gains (losses)(2)		(4.55	)		(2.18	)
Income tax provision, realized and unrealized gains		0.01			(0.06	)
Net increase in Members’ Capital from operations(2)	$	1.13		$	3.70
Distributions recorded:
From net investment income		(2.92	)		(3.03	)
From capital gains		(0.52	)		—
Total distributions recorded		(3.44	)		(3.03	)
Total increase (decrease) in Members’ Capital	$	(2.31	)	$	0.67
NAV, end of period	$	83.10		$	91.25
Units outstanding, end of period		13,854,750			13,854,750
Weighted average units outstanding		13,854,750			13,722,900
Total return based on NAV(3)	1.32%				4.08	%
Supplemental Data/Ratio:(4)
Members’ Capital, end of period	$	1,151,377		$	1,264,301
Ratio of expenses (without incentive fees and interest and other debt     expenses) to average Members’ Capital		1.91	%		1.89	%
Ratio of interest and other debt expenses to average Members’ Capital		9.96	%		9.53	%
Ratio of incentive fees to average Members’ Capital		0.23	%		0.71	%
Ratio of total expenses to average Members’ Capital		12.10	%		12.13	%
Ratio of net investment income to average Members’ Capital		13.51	%		13.90	%
Portfolio turnover		9	%		2	%

(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 for the period as it includes the effect of the timing of capital drawdowns and distributions.

(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)

Ratios are annualized, except for, as applicable, unvested Incentive Fees.

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11. 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 items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On August 8, 2024, the Board of Directors declared a distribution equal to an amount up to the Company's taxable earnings per unit, including net investment income (if positive) for the period July 1, 2024 through September 30, 2024, payable on or about October 29, 2024 to Unitholders of record as of October 2, 2024.

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

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit II LLC or Goldman Sachs Private Middle Market Credit II LLC, together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “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 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, 2019. From our commencement of investment operations on April 11, 2019 through June 30, 2024, we have originated approximately $4.25 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-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.

We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our unitholders (the “Unitholders”) at least 60 days prior to any change to the 80% investment policy described above.

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

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

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

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—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;

• brokers’ commissions;

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• 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;

• insurance premiums; and

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

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

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

Leverage

The revolving credit facility with JPMorgan Chase Bank, National Association (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Revolving Credit Facility”), allows us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% after such borrowing (if certain requirements are met). As of June 30, 2024, the revolving credit facility between us and MUFG Bank Ltd. (as amended, restated, supplemented or otherwise modified from time to time, the “MUFG Revolving Credit Facility”, and together with the JPM Revolving Credit Facility, the “Revolving Credit Facilities”) matured and was terminated. As of June 30, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities, as applicable) was 191% and 181%. 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	$	2,310.15	$	2,201.00	$	2,481.92	$	2,396.48
First Lien/Last-Out Unitranche		21.64		21.50		20.65		20.41
Second Lien/Senior Secured Debt		3.79		3.80		—		—
Unsecured Debt		7.78		7.74		6.57		6.57
Preferred Stock		34.19		41.90		34.19		40.56
Common Stock		11.00		11.71		11.00		12.52
Warrants		1.67		0.27		1.67		0.22
Total investments	$	2,390.22	$	2,287.92	$	2,556.00	$	2,476.76

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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)		11.3	%		12.6	%		11.8	%		12.9	%
First Lien/Last-Out Unitranche(2)(3)		14.3			14.4			14.2			14.4
Second Lien/Senior Secured Debt(2)		—			—			—			—
Unsecured Debt(2)		17.4			17.5			17.5			17.5
Preferred Stock(4)		—			—			—			—
Common Stock(4)		—			—			—			—
Warrants(4)		—			—			—			—
Total Portfolio		11.2	%		12.3	%		11.6	%		12.7	%

(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 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			83				87
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%
Weighted average leverage (net debt/EBITDA)(3)		6.2x				6.0x
Weighted average interest coverage(3)		1.5x				1.6x
Median EBITDA(3)	$	50.59 million			$	49.91 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 25.7% and 38.0% 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.

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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	$	52.52		2.3	%	$	—		—	%
Grade 2		2,109.44		92.2			2,354.84		95.1
Grade 3		58.51		2.6			61.87		2.5
Grade 4		67.45		2.9			60.05		2.4
Total Investments		2,287.92		100.0	%	$	2,476.76		100.0	%

The increase in investments with a grade 1 investment performance rating was driven by investments with an aggregate fair value of $52.52 million being upgraded from a grade 2 investment performance rating due to potential exits.

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	$	2,247.75		94.0	%	$	2,461.87		96.3	%
Non-accrual		142.47		6.0			94.13		3.7
Total Investments	$	2,390.22		100.0	%	$	2,556.00		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.

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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:
First Lien/Senior Secured Debt	$	74.46		$	52.54
Total	$	74.46		$	52.54
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	228.41		$	16.81
Total	$	228.41		$	16.81
Net increase (decrease) in portfolio	$	(153.95	)	$	35.73
Number of existing portfolio companies with new investment commitments		2			3
Total new investment commitment amount in existing portfolio companies	$	74.46		$	52.54
Weighted average remaining term for new investment commitments (in years)(2)		6.1			2.2
Percentage of new debt investment commitments at floating interest rates		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)		—	%		—	%
Weighted average yield on new debt and income producing investment commitments(4)		10.6	%		13.8	%
Weighted average yield on new investment commitments(5)		10.4	%		13.8	%
Weighted average yield on debt and income producing investments sold or repaid(6)		11.4	%		10.9	%
Weighted average yield on investments sold or repaid(7)		11.4	%		10.9	%

(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)

May include preferred stock investments.

(4)

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

(5)

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

(6)

Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual.

(7)

Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

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	$	74.22		$	83.07		$	151.53		$	161.24
Net expenses		(31.78	)		(43.32	)		(72.99	)		(79.67	)
Net investment income		42.44			39.75			78.54			81.57
Net realized gain (loss) on investments		(24.32	)		(37.36	)		(39.96	)		(37.35	)
Net unrealized appreciation (depreciation) on investments		(31.83	)		41.36			(23.07	)		8.05
Net realized and unrealized gains (losses) on foreign currency translations and other transactions		0.01			(0.59	)		0.19			(0.98	)
Income tax (provision) benefit, realized and unrealized gain/loss		0.10			(0.35	)		0.09			(0.76	)
Net increase in members’ capital from operations	$	(13.60	)	$	42.81		$	15.79		$	50.53

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

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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 income	$	66.45	$	73.54	$	134.52	$	144.01
Payment-in-kind income		5.74		6.91		12.59		12.52
Dividend income		1.62		1.97		3.52		3.13
Other income		0.41		0.65		0.90		1.58
Total investment income	$	74.22	$	83.07	$	151.53	$	161.24

In the table above:

•

Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees, decreased from $73.54 and $144.01 million for the three and six months ended June 30, 2023 to $66.45 million and $134.52 million for the three and six months ended June 30, 2024. The decrease was primarily driven by the decrease in the size of our portfolio and reversal of accrued interests as a result of certain investments being placed on non-accrual status due to underperformance. The amortized cost of our portfolio decreased from $2,718.55 million as of June 30, 2023 to $2,390.22 million as of June 30, 2024.

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	$	28.65		$	29.97	$	58.91	$	59.04
Management fees		4.39			4.68		8.84		9.32
Incentive fees		(2.40	)		7.55		2.79		8.92
Professional fees		0.44			0.38		1.02		0.86
Directors’ fees		0.07			0.07		0.14		0.14
Other general and administrative expenses		0.63			0.67		1.29		1.39
Total expenses	$	31.78		$	43.32	$	72.99	$	79.67

In the table above:

•

Interest and other debt expenses decreased from $29.97 million and $59.04 million for the three and six months ended June 30, 2023 to $28.65 million and $58.91 million for the three and six months ended June 30, 2024. The decrease was primarily driven by the repayments of debt under the JPM credit facility.

•

Incentive Fees decreased from $7.55 million and $8.92 million for the three and six months ended June 30, 2023 to $(2.40) million and $2.79 million for the three and six months ended June 30, 2024. The decrease was primarily driven by the decrease in results of operations before incentive fees from $50.37 million and $59.45 million for the three and six months ended June 30, 2023 to $(16.00) million and $18.58 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)
Thrasio, LLC	$	(24.56	)	$	—		$	(24.56	)	$	—
Other, net		0.24			0.01			0.34			0.02
MedeAnalytics, Inc.		—			(37.37	)		—			(37.37	)
Sweep Purchaser LLC		—			—			(15.74	)
Net realized gain (loss) on investments	$	(24.32	)	$	(37.36	)	$	(39.96	)	$	(37.35	)

For the six months ended June 30, 2024, net realized losses were primarily driven by our investments in two portfolio companies. In June 2024, the restructuring of our first lien debt investments in Thrasio, LLC, resulted in a realized loss of $(24.56) million. Additionally, in March 2024, the restructuring of our first lien debt investments in Sweep Purchaser, LLC resulted in a realized loss of $(15.74) million.

For the three and six months ended June 30, 2023, net realized losses were primarily driven by the restructuring of our first lien debt investment in MedeAnalytics Inc. which resulted in a realized loss of $37.37 million.

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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 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)
Unrealized appreciation	$	27.84		$	46.84		$	43.92		$	19.40
Unrealized depreciation		(59.67	)		(5.48	)		(66.99	)		(11.35	)
Net change in unrealized appreciation (depreciation) on investments	$	(31.83	)	$	41.36		$	(23.07	)	$	8.05

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:
Thrasio, LLC	$	19.84		$	14.33
Foundation Software - Class B		2.16			2.29
Premier Care Dental Management, LLC		1.07			1.05
iCIMS, Inc.		0.45			0.57
CorePower Yoga LLC		0.43			0.43
Governmentjobs.com, Inc. (dba NeoGov)		0.30			1.02
Sweep Purchaser LLC		(0.03	)		11.45
Picture Head Midco LLC		(1.20	)		(1.25	)
Other, net (1)		(1.56	)		7.65
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)		(1.87	)		(2.30	)
Premier Imaging, LLC (dba Lucid Health)		(4.04	)		(5.72	)
Zodiac Intermediate, LLC (dba Zipari)		(16.57	)		(16.59	)
Pluralsight, Inc		(30.81	)		(36.00	)
Total	$	(31.83	)	$	(23.07	)

(1)

Includes gross unrealized appreciation of $3.59 million and $12.78 million, and gross unrealized depreciation of $5.15 million and $5.13 million.

Net change in unrealized appreciation (depreciation) in our investments for the three months ended June 30, 2024 was primarily driven by the underperformance of our investments in Pluralsight, Inc and Zodiac Intermediate, LLC, which was partially offset by the reversal of unrealized depreciation in connection with the restructuring of our first lien debt investments in Thrasio, LLC.

Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2024 was primarily driven by the underperformance of our investments in Pluralsight, Inc and Zodiac Intermediate, LLC, which was partially offset by the reversal of unrealized depreciation in connection with the restructuring of our first lien debt investments in Thrasio, LLC and Sweep Purchaser LLC, as well as tightening credit spreads.

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	For the Three Months Ended June 30, 2023			For the Six Months Ended June 30, 2023
	($ in millions)
Portfolio Company:
MedeAnalytics, Inc.	$	37.37		$	8.89
Other, net(1)		3.32			0.86
GovDelivery Holdings, LLC (dba Granicus, Inc.)		1.42			0.58
CloudBees, Inc.		0.55			1.07
Gainsight, Inc.		0.52			0.45
MRI Software LLC		0.48			0.25
Bigchange Group Limited		0.40			0.65
iCIMS, Inc.		0.11			(0.96	)
Broadway Parent, LLC		0.09			1.10
Zep Inc.	—				(0.78	)
Experity, Inc.		(0.37	)		(0.75	)
Whitewater Holding Company LLC		(0.42	)		(0.42	)
Thrasio, LLC		(0.56	)		(0.22	)
Zodiac Intermediate, LLC (dba Zipari)		(0.60	)		(1.72	)
Premier Care Dental Management, LLC		(0.95	)		(0.95	)
Total	$	41.36		$	8.05

(1)

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

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities in addition to our JPM Revolving Credit Facility, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities, as applicable) was 191% and 181%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

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

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

	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	$	1,475.81	$	132.82		91	%	$	1,475.81	$	132.82		91	%

We did not issue a capital drawdown for the six months ended June 30, 2024.

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

Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2023
May 30, 2023		160,166	$	14.76
Total capital drawdowns		160,166	$	14.76

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:

	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
MUFG Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—
JPM Revolving Credit Facility(1)	$	1,266.09	$	—	$	1,266.09	$	—	$	—

(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 outstanding borrowings denominated in USD of $1,245.50 million, in Canadian Dollars (CAD) of 0.15 million and in Great British Pounds (GBP) of 16.20 million.

MUFG Revolving Credit Facility

We entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Bank Ltd., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender, and the other lenders from time to time party thereto. We amended the MUFG Revolving Credit Facility on numerous occasions between July 31, 2019 and May 4, 2023. The MUFG Revolving Credit Facility matured on May 3, 2024 and was terminated in accordance with its terms.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $50.05 million until May 3, 2024. The Borrowing Base was calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility was May 3, 2024, following our exercise of its maturity extension on October 5, 2023.

As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the MUFG Revolving Credit Facility.

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

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

JPM Revolving Credit Facility

On September 24, 2020, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S. Bank Trust Company, National Association serves as collateral agent and collateral administrator, U.S. Bank National Association serves as securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. The Company amended the JPM Revolving Credit Facility on numerous occasions between February 12, 2021 and March 14, 2024.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to (x) Term SOFR (or the applicable benchmark for loans denominated in non-U.S. Dollar currencies) plus a credit spread adjustment of 0.15% (or other listed offered rate, depending upon the currency of borrowing) in effect and, (y) to the extent Term SOFR is unavailable, a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 2.55% per annum, after giving effect to the amendment dated March 14, 2024. SPV will also

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pay a commitment fee of 0.55% per annum on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility), and an administrative fee of 0.20% per annum on the total commitment. The JPM Revolving Credit Facility is a multicurrency facility. As of June 30, 2024, the total commitments under the JPM Revolving Credit Facility were $1,650.00 million. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the sixth anniversary of the JPM Revolving Credit Facility, subject to a six-month extension of the maturity date with the consent of the administrative agent at that time.

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

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

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund 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:

	As of
	June 30, 2024		December 31, 2023
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	188.67	$	202.50
First Lien/Last-Out Unitranche		2.85		3.81
Total	$	191.52	$	206.31

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission ("CFTC") regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans 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.

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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

On August 8, 2024, our Board of Directors declared a distribution equal to an amount up to our taxable earnings per unit, including net investment income (if positive) for the period July 1, 2024 September 30, 2024, payable on or about October 29, 2024 to Unitholders of record as of October 2, 2024.

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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, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit Facility and the MUFG Revolving Credit Facility, as applicable, bear interest at a floating rate.

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

Based on our June 30, 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:

As of June 30, 2024 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	52.86		$	(28.80	)	$	24.06
Up 200 basis points		35.24			(19.20	)		16.04
Up 100 basis points		17.62			(9.60	)		8.02
Up 75 basis points		13.21			(7.20	)		6.01
Up 50 basis points		8.81			(4.80	)		4.01
Up 25 basis points		4.40			(2.40	)		2.00
Down 25 basis points		(4.40	)		2.40			(2.00	)
Down 50 basis points		(8.81	)		4.80			(4.01	)
Down 75 basis points		(13.21	)		7.20			(6.01	)
Down 100 basis points		(17.62	)		9.60			(8.02	)
Down 200 basis points		(35.24	)		19.20			(16.04	)
Down 300 basis points		(52.86	)		28.80			(24.06	)

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.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. There 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

We did not issue a capital drawdown for the six months ended June 30, 2024.

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

Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
For the Six Months Ended June 30, 2023
May 30, 2023		160,166	$	14.76
Total capital drawdowns		160,166	$	14.76

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.

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INDEX TO EXHIBITS

EXHIBIT NO.	EXHIBIT
3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56052), filed on May 2, 2019).
3.2	Third Amended and Restated Limited Liability Company Agreement dated December 16, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on December 20, 2021).
31.1*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

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

	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC
Date: August 13, 2024	/s/ Alex Chi
	Name: Alex Chi
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: August 13, 2024	/s/ David Miller
	Name: David Miller
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: August 13, 2024	/s/ Stanley Matuszewski
	Name: Stanley Matuszewski
	Title: Chief Financial Officer and Treasurer
	(Principal Financial Officer)

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