Goldman Sachs Private Middle Market Credit II 10-Q 2021 Q1 Quarterly report

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 March 31, 2021

or

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

Commission file number: 000-56052

Goldman Sachs Private Middle Market Credit II LLC

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

Not Applicable

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☐	Non-accelerated filer:	☒	Smaller reporting company:	☐
Emerging growth company:	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

The number of the registrant’s limited liability company common units outstanding as of May 6, 2021 was 6,427,515.

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

	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	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	43
ITEM 4.	Controls and Procedures	44
PART II	OTHER INFORMATION	44
ITEM 1.	Legal Proceedings	44
ITEM 1A.	Risk Factors	44
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
ITEM 3.	Defaults Upon Senior Securities	45
ITEM 4.	Mine Safety Disclosures	46
ITEM 5.	Other Information	46
ITEM 6.	Exhibits	46
SIGNATURES		48

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2020, 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

• our future operating results;

• the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;

• changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic;

• uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, including the effect of the current COVID-19 pandemic;

• our business prospects and the prospects of our portfolio companies;

• the impact of investments that we expect to make;

• the impact of increased competition;

• our contractual arrangements and relationships with third parties;

• the dependence of our future success on the general economy and its impact on the industries in which we invest;

• the ability of our current and prospective portfolio companies to achieve their objectives;

• the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company;

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

• our ability to make distributions;

• the adequacy of our cash resources and working capital;

• changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);

• the timing of cash flows, if any, from the operations of our portfolio companies;

• the impact of future acquisitions and divestitures;

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

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

• actual and potential conflicts of interest with the Investment Adviser and its affiliates;

• the ability of the Investment Adviser to attract and retain highly talented professionals;

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

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

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

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)

	March 31, 2021   (Unaudited)		December 31, 2020
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,302,657 and $1,171,340)	$	1,296,711	$	1,159,046
Cash		16,607		8,709
Receivable for investments sold		3,849		191
Interest and dividends receivable		7,570		7,148
Deferred financing costs		5,165		4,010
Other assets		780		564
Total assets	$	1,330,682	$	1,179,668
Liabilities
Debt	$	687,069	$	547,700
Interest and other debt expenses payable		2,592		1,821
Management fees payable		2,349		2,248
Incentive fees payable		7,352		—
Payable for investments purchased		75		30
Distribution payable		—		13,798
Accrued offering costs		—		218
Directors’ fees payable		89		5
Accrued expenses and other liabilities		1,019		828
Total liabilities	$	700,545	$	566,648
Commitments and Contingencies (Note 7)
Members’ Capital
Preferred units (0 units issued and outstanding)	$	—	$	—
Common units (6,427,515 and 6,427,515 units issued and outstanding as of March 31, 2021 and December 31, 2020)		625,491		625,491
Distributable earnings		4,646		(12,471	)
TOTAL MEMBERS’ CAPITAL	$	630,137	$	613,020
TOTAL LIABILITIES AND MEMBERS’ CAPITAL	$	1,330,682	$	1,179,668
Net asset value per unit	$	98.04	$	95.37

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

4

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Operations

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	26,966		$	9,614
Other income		520			133
From non-controlled affiliated investments:
Dividend income		—			9
Total investment income	$	27,486		$	9,756
Expenses:
Interest and other debt expenses	$	5,950		$	2,306
Management fees		2,349			1,132
Incentive fees		7,352			—
Offering costs		—			418
Professional fees		488			123
Directors’ fees		90			90
Other general and administrative expenses		540			261
Total expenses	$	16,769		$	4,330
NET INVESTMENT INCOME	$	10,717		$	5,426
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(3	)	$	—
Foreign currency transactions		(2	)		—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		6,348			(32,460	)
Net realized and unrealized gains (losses)	$	6,343		$	(32,460	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		57			—
NET INCREASE (DECREASE) IN MEMBERS’ CAPITAL FROM OPERATIONS	$	17,117		$	(27,034	)
Weighted average units outstanding		6,427,515			2,693,389
Net investment income per unit (basic and diluted)	$	1.67		$	2.01
Earnings (loss) per unit (basic and diluted)	$	2.66		$	(10.04	)

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

5

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands, except per unit amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Members’ Capital at beginning of period	$	613,020		$	227,925
Increase (decrease) in Members’ Capital from operations:
Net investment income	$	10,717		$	5,426
Net realized gain (loss)		(5	)		—
Net change in unrealized appreciation (depreciation)		6,348			(32,460	)
(Provision) benefit for unrealized appreciation/depreciation on investments		57			—
Net increase (decrease) in Members’ Capital from operations	$	17,117		$	(27,034	)
Distributions to Unitholders from:
Distributable earnings	$	—		$	—
Total distributions to Unitholders	$	—		$	—
Capital transactions:
Issuance of units	$	—		$	174,671
Net increase in Members’ Capital from capital transactions	$	—		$	174,671
TOTAL INCREASE (DECREASE) IN MEMBERS’ CAPITAL	$	17,117		$	147,637
Members’ Capital at end of period	$	630,137		$	375,562
Distributions declared per unit	$	—		$	—

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

6

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Statements of Cash Flows

(in thousands, except unit and per unit amounts)

(Unaudited)

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Cash flows from operating activities:
Net increase (decrease) in Members’ Capital from operations:	$	17,117		$	(27,034	)
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net    cash provided by (used for) operating activities:
Purchases of investments		(230,124	)		(149,258	)
Payment-in-kind interest capitalized		(120	)		—
Investments in affiliated money market fund, net		—			(110,862	)
Proceeds from sales of investments and principal repayments		101,694			16,578
Net realized (gain) loss on investments		3			—
Net change in unrealized (appreciation) depreciation on investments		(6,348	)		32,460
Amortization of premium and accretion of discount, net		(2,748	)		(576	)
Amortization of deferred financing costs		1,121			389
Amortization of deferred offering costs		—			418
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(3,658	)		(94	)
(Increase) decrease in receivable for common units sold		—			(7,969	)
(Increase) decrease in interest and dividends receivable		(422	)		(492	)
(Increase) decrease in other assets		(216	)		(56	)
Increase (decrease) in interest and other debt expenses payable		947			224
Increase (decrease) in management fees payable		101			454
Increase (decrease) in incentive fees payable		7,352			—
Increase (decrease) in payable for investments purchased		45			—
Increase (decrease) in directors’ fees payable		84			90
Increase (decrease) in accrued expenses and other liabilities		191			93
Net cash provided by (used for) operating activities	$	(114,981	)	$	(245,635	)
Cash flows from financing activities:
Proceeds from issuance of common units	$	—		$	174,671
Offering costs paid		(240	)		1
Distributions paid		(13,798	)		(4,585	)
Financing costs paid		(2,452	)		(402	)
Borrowings on debt		467,119			152,300
Repayments of debt		(327,750	)		(65,100	)
Net cash provided by (used for) financing activities	$	122,879		$	256,885
Net increase (decrease) in cash		7,898			11,250
Cash, beginning of period		8,709			6,605
Cash, end of period	$	16,607		$	17,855
Supplemental and non-cash activities
Interest expense paid	$	3,508		$	1,612

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

7

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of March 31, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/Shares (++)			Cost			Fair Value
1st Lien/Senior Secured Debt  - 204.01%
1272775 B.C. LTD. (dba Everest Clinical Research)(1) (2) (3)	Professional Services	6.50%	L + 5.50%	1.00%	11/06/26	$	8,698		$	8,576		$	8,568
1272775 B.C. LTD. (dba Everest Clinical Research)(1) (2) (3)	Professional Services	6.95%	CDN P + 4.50%		11/06/26	CAD		128		99			100
1272775 B.C. LTD. (dba Everest Clinical Research)(1) (2) (3) (4)	Professional Services		L + 5.50%	1.00%	11/06/26		1,059			(15	)		(16	)
3SI Security Systems, Inc.(3) (5)	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	06/16/23		2,233			2,218			2,222
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)(1)	Software	7.25%	L + 6.25%	1.00%	03/10/27		14,890			14,521			14,555
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)(1) (4)	Software		L + 6.25%	1.00%	03/10/27		1,100			(27	)		(26	)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)(1) (4)	Software		L + 6.25%	1.00%	03/10/27		2,759			(34	)		(31	)
Acquia, Inc.(1) (3) (5)	Software	8.00%	L + 7.00%	1.00%	10/31/25		18,077			17,785			17,761
Acquia, Inc.(1) (3) (4) (5)	Software	8.00%	L + 7.00%	1.00%	10/31/25		1,933			125			121
Apptio, Inc.(3) (5)	IT Services	8.25%	L + 7.25%	1.00%	01/10/25		26,813			26,026			26,478
Apptio, Inc.(3) (4) (5)	IT Services	8.25%	L + 7.25%	1.00%	01/10/25		769			282			298
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(1) (5)	Hotels, Restaurants & Leisure	6.25%	L + 5.25%	1.00%	08/19/25		7,551			7,493			7,381
Blacksmith Applications, Inc.(1) (3)	Software	7.50%	L + 6.50%	1.00%	12/02/26		23,300			22,801			22,834
Blacksmith Applications, Inc.(1) (3) (4)	Software		L + 6.50%	1.00%	12/02/26		1,900			(40	)		(38	)
Broadway Technology, LLC(1)	Diversified Financial Services	7.50%	L + 6.50%	1.00%	01/08/26		24,200			23,735			23,716
Bullhorn, Inc.(1) (3) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		13,806			13,576			13,668
Bullhorn, Inc.(1) (3) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		286			282			283
Bullhorn, Inc.(1) (3) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		228			224			226
Bullhorn, Inc.(1) (3) (4) (5)	Professional Services		L + 5.75%	1.00%	09/30/26		635			(10	)		(6	)
Bullhorn, Inc.(1) (3) (4) (5)	Professional Services		L + 5.75%	1.00%	09/30/26		693			(11	)		(7	)
Capitol Imaging Acquisition Corp.(1) (3)	Health Care Providers & Services	7.50%	L + 6.50%	1.00%	10/01/26		40,537			39,784			39,727
Capitol Imaging Acquisition Corp.(1) (3) (4)	Health Care Providers & Services	8.75%	P + 5.50%		10/01/25		9,170			1,256			1,238
CFS Management, LLC (dba Center for Sight Management)(1) (3) (5)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		6,021			5,979			5,931
CFS Management, LLC (dba Center for Sight Management)(1) (3) (5)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		1,794			1,781			1,767
Chronicle Bidco Inc. (dba Lexitas)(1) (3)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,348			10,107			10,141
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (5)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,319			10,129			10,113
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (5)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		4,345			4,263			4,258
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (4)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		5,783			518			461
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (4) (5)	Professional Services		L + 6.00%	1.00%	11/14/25		1,320			(20	)		(26	)
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (4)	Professional Services		L + 6.00%	1.00%	11/14/25		12,680			(127	)		(254	)
ConnectWise, LLC(1) (3) (5)	IT Services	6.25%	L + 5.25%	1.00%	02/28/25		19,864			19,555			19,665
ConnectWise, LLC(1) (3) (4) (5)	IT Services	6.25%	L + 5.25%	1.00%	02/28/25		1,537			73			81
Convene 237 Park Avenue, LLC (dba Convene)(1) (3) (5)	Real Estate Management & Development	9.00%	L + 7.50%	1.50%	08/30/24		26,900			26,507			19,637
Convene 237 Park Avenue, LLC (dba Convene)(1) (3) (5)	Real Estate Management & Development	9.00%	L + 7.50%	1.50%	08/30/24		7,910			7,787			5,774
CorePower Yoga LLC(1) (3) (5)	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK)	1.00%	05/14/25		9,057			8,952			7,268
CorePower Yoga LLC(1) (3) (5)	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK)	1.00%	05/14/25		633			626			508
CST Buyer Company (dba Intoxalock)(1) (3) (5)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	10/03/25		16,838			16,629			16,670
CST Buyer Company (dba Intoxalock)(1) (3)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	11/03/25		13,925			13,629			13,786
CST Buyer Company (dba Intoxalock)(1) (3) (4) (5)	Diversified Consumer Services		L + 6.00%	1.00%	10/03/25		1,291			(16	)		(13	)
Diligent Corporation(1) (5)	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		20,978			20,513			21,187
Diligent Corporation(1)	Professional Services	6.75%	L + 5.75%	1.00%	08/04/25		8,830			8,743			8,742
Diligent Corporation(1) (4) (5)	Professional Services		L + 6.25%	1.00%	08/04/25		5,108			(112	)		51
Diligent Corporation(1) (4) (5)	Professional Services		L + 6.25%	1.00%	08/04/25		1,703			(37	)		17
Elemica Parent, Inc.(1) (3)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		3,575			3,505			3,476

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

8

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of March 31, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/Shares (++)		Cost			Fair Value
Elemica Parent, Inc.(1) (3)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25	$	1,396	$	1,356		$	1,358
Elemica Parent, Inc.(1) (3)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		698		683			679
Elemica Parent, Inc.(1) (3)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		522		507			507
Elemica Parent, Inc.(1) (3) (4)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		470		331			327
Elemica Parent, Inc.(1) (3) (4)	Chemicals		L + 6.00%	1.00%	09/18/25		350		(5	)		(10	)
Eptam Plastics, Ltd.(1) (3) (5)	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		6,350		6,272			6,239
Eptam Plastics, Ltd.(1) (3) (4) (5)	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		1,365		598			590
Eptam Plastics, Ltd.(1) (3) (4) (5)	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		2,729		593			566
FWR Holding Corporation (dba First Watch Restaurants)(3) (5)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK)	1.00%	08/21/23		8,760		8,702			8,585
FWR Holding Corporation (dba First Watch Restaurants)(3) (4) (5)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK)	1.00%	08/21/23		122		(1	)		(2	)
GHA Buyer Inc. (dba Cedar Gate)(1) (3)	Health Care Technology	8.00%	L + 6.00%	2.00%	06/24/25		13,965		13,701			13,686
GHA Buyer Inc. (dba Cedar Gate)(1) (3) (4)	Health Care Technology	8.00%	L + 6.00%	2.00%	06/24/25		2,618		2,395			2,391
GHA Buyer Inc. (dba Cedar Gate)(1) (3) (4)	Health Care Technology		L + 6.00%	2.00%	06/24/25		1,749		(33	)		(35	)
GlobalTranz Enterprises, Inc.(1) (5)	Road & Rail	5.11%	L + 5.00%		05/15/26		7,089		6,979			6,756
GovDelivery Holdings, LLC (dba Granicus, Inc.)(1)	Software	7.50%	L + 6.50%	1.00%	01/29/27		20,866		20,298			20,553
GovDelivery Holdings, LLC (dba Granicus, Inc.)(1) (4)	Software		L + 6.50%	1.00%	01/29/27		2,337		(34	)		(35	)
GovDelivery Holdings, LLC (dba Granicus, Inc.)(1) (4)	Software		L + 6.50%	1.00%	01/29/27		5,843		(43	)		(88	)
Governmentjobs.com, Inc. (dba NeoGov)(1) (3)	Software	8.00%	L + 7.00%	1.00%	02/05/26		34,208		33,554			34,208
Governmentjobs.com, Inc. (dba NeoGov)(1) (3) (5)	Software	7.50%	L + 6.50%	1.00%	02/05/26		33,643		33,076			32,970
Governmentjobs.com, Inc. (dba NeoGov)(1) (3) (4) (5)	Software	7.50%	L + 6.50%	1.00%	02/05/26		4,486		263			247
GS AcquisitionCo, Inc. (dba Insightsoftware)(1)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/24/24		8,983		8,859			8,915
GS AcquisitionCo, Inc. (dba Insightsoftware)(1) (4)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/24/24		7,495		3,666			3,687
GS AcquisitionCo, Inc. (dba Insightsoftware)(1) (4)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/24/24		750		323			328
Helios Buyer, Inc. (dba Heartland)(1) (3)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		13,591		13,331			13,319
Helios Buyer, Inc. (dba Heartland)(1) (3) (4)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		2,309		1,175			1,173
Helios Buyer, Inc. (dba Heartland)(1) (3) (4)	Diversified Consumer Services		L + 6.00%	1.00%	12/15/26		7,390		(35	)		(148	)
HowlCO LLC (dba Lone Wolf)(1) (2) (3)	Real Estate Management & Development	7.00%	L + 6.00%	1.00%	10/23/26		25,680		25,197			25,167
HowlCO LLC (dba Lone Wolf)(1) (2) (3)	Real Estate Management & Development	7.00%	L + 6.00%	1.00%	10/23/26		4,402		4,318			4,314
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (3) (5)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%	1.00%	07/09/25		26,888		26,584			25,409
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (3) (4) (5)	Hotels, Restaurants & Leisure		L + 6.75%	1.00%	07/09/25		2,186		(24	)		(120	)
iCIMS, Inc.(1) (3)	Software	7.50%	L + 6.50%	1.00%	11/16/26		22,611		22,197			22,328
iCIMS, Inc.(3) (5)	Software	7.50%	L + 6.50%	1.00%	09/12/24		22,131		21,501			21,854
iCIMS, Inc.(3) (5)	Software	7.50%	L + 6.50%	1.00%	09/12/24		369		356			364
Instructure Holdings(1) (3) (5)	Diversified Consumer Services	8.00%	L + 7.00%	1.00%	03/24/26		44,465		43,987			44,021
Instructure Holdings(1) (3)	Diversified Consumer Services	8.00%	L + 7.00%	1.00%	03/24/26		9,505		9,185			9,410
Instructure Holdings(1) (3) (4) (5)	Diversified Consumer Services		L + 7.00%	1.00%	03/24/26		3,690		(38	)		(37	)
Internet Truckstop Group, LLC (dba Truckstop)(1) (3)	Transportation Infrastructure	6.75%	L + 5.75%	1.00%	04/02/25		40,000		39,008			39,200
Mailgun Technologies, Inc.(1) (3) (5)	Interactive Media & Services	6.00%	L + 5.00%	1.00%	03/26/25		19,994		19,689			19,994
Mailgun Technologies, Inc.(1) (3) (4) (5)	Interactive Media & Services		L + 5.00%	1.00%	03/26/25		1,263		—			—
MedeAnalytics, Inc.(1) (3)	Health Care Technology	7.50%	L + 6.50%	1.00%	10/09/26		40,963		39,812			40,349
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (3) (4) (6)	Health Care Technology		L + 5.50%	1.00%	11/15/24		23,781		—			119

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

9

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of March 31, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/Shares (++)		Cost			Fair Value
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (3) (4) (6)	Health Care Technology		L + 5.50%	1.00%	11/15/24	$	2,702	$	—		$	14
MRI Software LLC(5)	Real Estate Management & Development	6.50%	L + 5.50%	1.00%	02/10/26		16,285		16,149			16,204
MRI Software LLC	Real Estate Management & Development	6.50%	L + 5.50%	1.00%	02/10/26		10,965		10,859			10,911
MRI Software LLC(4) (5)	Real Estate Management & Development	6.50%	L + 5.50%	1.00%	02/10/26		1,143		48			51
MRI Software LLC(4) (5)	Real Estate Management & Development		L + 5.50%	1.00%	02/10/26		469		(7	)		(2	)
MRI Software LLC(4) (5)	Real Estate Management & Development		L + 5.50%	1.00%	02/10/26		14,000		(225	)		(70	)
One GI LLC(1) (3) (4)	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		21,352		18,636			18,653
One GI LLC(1) (3)	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		8,878		8,708			8,722
One GI LLC(1) (3) (4)	Health Care Providers & Services		L + 7.00%	1.00%	12/22/25		2,300		(44	)		(40	)
Picture Head Midco LLC(1) (3) (5)	Entertainment	8.75%	L + 7.75% (incl. 1.00% PIK)	1.00%	08/31/23		19,741		19,382			18,260
Premier Imaging, LLC (dba Lucid Health)(1) (3) (5)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	01/02/25		17,238		17,038			16,979
Premier Imaging, LLC (dba Lucid Health)(1) (3)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	01/02/25		4,668		4,599			4,598
Project Eagle Holdings, LLC (dba Exostar)(1) (3) (5)	Aerospace & Defense	9.25%	L + 8.25%	1.00%	07/06/26		40,811		39,887			40,811
Project Eagle Holdings, LLC (dba Exostar)(1) (3) (4) (5)	Aerospace & Defense		L + 8.25%	1.00%	07/06/26		3,418		(75	)		—
Prophix Software Inc.(dba Pound Bidco)(1) (2)	Diversified Financial Services	7.50%	L + 6.50%	1.00%	01/30/26		17,147		16,813			16,804
Prophix Software Inc.(dba Pound Bidco)(1) (2) (4)	Diversified Financial Services		L + 6.50%	1.00%	01/30/26		3,118		(60	)		(62	)
PT Intermediate Holdings III, LLC (dba Parts Town)(1) (5)	Trading Companies & Distributors	6.50%	L + 5.50%	1.00%	10/15/25		17,341		17,271			17,037
Purfoods, LLC(1) (3) (5)	Health Care Providers & Services	7.00%	L + 6.00%	1.00%	08/12/26		24,477		23,974			24,232
Purfoods, LLC(1) (3) (4) (5)	Health Care Providers & Services		L + 6.00%	1.00%	08/12/26		16,400		(184	)		(164	)
Riverpoint Medical, LLC(1) (3) (5)	Health Care Equipment & Supplies	5.50%	L + 4.50%	1.00%	06/21/25		9,759		9,723			9,588
Riverpoint Medical, LLC(1) (3) (4) (5)	Health Care Equipment & Supplies		L + 4.50%	1.00%	06/21/25		1,806		(6	)		(32	)
StarCompliance Intermediate, LLC(1)	Diversified Financial Services	7.75%	L + 6.75%	1.00%	01/12/27		14,400		14,120			14,112
StarCompliance Intermediate, LLC(1) (4)	Diversified Financial Services		L + 6.75%	1.00%	01/12/27		2,300		(44	)		(46	)
Sunstar Insurance Group, LLC(1) (3)	Insurance	6.50%	L + 5.50%	1.00%	10/09/26		12,167		11,940			12,046
Sunstar Insurance Group, LLC(1) (3) (4)	Insurance	6.50%	L + 5.50%	1.00%	10/09/26		7,736		5,809			5,875
Sunstar Insurance Group, LLC(1) (3) (4)	Insurance		L + 5.50%	1.00%	10/09/26		2,496		(46	)		(25	)
Superman Holdings, LLC (dba Foundation Software)(1) (3)	Construction & Engineering	10.25%	P + 7.00%		08/31/27		35,964		35,121			35,605
Superman Holdings, LLC (dba Foundation Software)(1) (3) (4)	Construction & Engineering		P + 7.00%		08/31/26		5,134		(116	)		(51	)
Sweep Purchaser LLC(1) (3)	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		26,468		25,963			26,203
Sweep Purchaser LLC(1) (3) (4)	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		8,403		6,576			6,638
Sweep Purchaser LLC(1) (3) (4)	Commercial Services & Supplies		L + 5.75%	1.00%	11/30/26		4,201		(79	)		(42	)
Sweep Purchaser LLC(1) (3) (4)	Commercial Services & Supplies		L + 5.75%	1.00%	11/30/26		6,722		(66	)		(67	)
Syntellis Performance Solutions, LLC (dba Axiom)(1) (3) (5)	Health Care Technology	9.00%	L + 8.00%	1.00%	08/02/27		38,046		36,985			36,905
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (3) (5)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	08/15/25		16,860		16,624			16,607
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (3) (4) (5)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	08/15/25		5,896		1,902			1,883
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (3) (4) (5)	Health Care Providers & Services		L + 5.75%	1.00%	08/15/25		2,361		(32	)		(35	)
Thrasio, LLC(1) (3)	Internet & Direct Marketing Retail	8.00%	L + 7.00%	1.00%	12/18/26		13,985		13,648			13,636
Thrasio, LLC(1) (3) (4)	Internet & Direct Marketing Retail		L + 7.00%	1.00%	12/18/26		9,250		(111	)		(231	)
USN Opco LLC (dba Global Nephrology Solutions)(1) (3)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	12/21/26		20,394		20,001			19,986

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

10

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of March 31, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/ Shares (++)		Cost			Fair Value
USN Opco LLC (dba Global Nephrology Solutions)(1) (3) (4)	Health Care Providers & Services		L + 5.50%	1.00%	12/21/26	$	2,812	$	(54	)	$	(56	)
USN Opco LLC (dba Global Nephrology Solutions)(1) (3) (4)	Health Care Providers & Services		L + 5.50%	1.00%	12/21/26		7,032		(67	)		(141	)
Viant Medical Holdings, Inc.(1) (5)	Health Care Equipment & Supplies	7.25%	L + 6.25%	1.00%	07/02/25		19,145		18,888			19,002
Villa Bidco Inc (dba Authority Brands)(1) (3) (5)	Diversified Consumer Services	6.75%	L + 5.75%	1.00%	03/21/25		19,653		19,291			19,358
Villa Bidco Inc (dba Authority Brands)(1) (3) (4)	Diversified Consumer Services	6.75%	L + 5.75%	1.00%	03/21/25		9,800		5,848			5,880
Villa Bidco Inc (dba Authority Brands)(1) (3) (4) (5)	Diversified Consumer Services	8.00%	P + 4.75%		03/21/25		1,592		191			196
VRC Companies, LLC (dba Vital Records Control)(3) (5)	Commercial Services & Supplies	7.50%	L + 6.50%	1.00%	03/31/23		23,183		22,957			23,067
VRC Companies, LLC (dba Vital Records Control)(3) (4)	Commercial Services & Supplies	7.50%	L + 6.50%	1.00%	03/31/23		4,500		2,076			2,137
WebPT, Inc.(1) (3) (5)	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		12,701		12,517			12,415
WebPT, Inc.(1) (3) (4) (5)	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		1,323		378			367
WebPT, Inc.(1) (3) (4) (5)	Health Care Technology		L + 6.75%	1.00%	08/28/24		1,588		(11	)		(36	)
Wellness AcquisitionCo, Inc. (dba SPINS)(1) (3)	IT Services	6.75%	L + 5.75%	1.00%	01/20/27		18,600		18,238			18,228
Wellness AcquisitionCo, Inc. (dba SPINS)(1) (3) (4)	IT Services		L + 5.75%	1.00%	01/20/27		2,400		(46	)		(48	)
WorkForce Software, LLC(1) (3) (5)	Software	7.50%	L + 6.50% (incl. 1.00% PIK)	1.00%	07/31/25		11,204		11,034			11,036
WorkForce Software, LLC(1) (3) (4) (5)	Software		L + 6.50%	1.00%	07/31/25		980		(14	)		(15	)
Zodiac Intermediate, LLC (dba Zipari)(1) (3)	Health Care Technology	8.50%	L + 7.50%	1.00%	12/21/26		46,540		45,347			45,376
Zodiac Intermediate, LLC (dba Zipari)(1) (3) (4)	Health Care Technology		L + 7.50%	1.00%	12/22/25		7,000		(176	)		(175	)
Total 1st Lien/Senior Secured Debt									1,292,991		1,285,514
Investment #	Industry				Initial Acquisition Date(7)	Par Amount/ Shares (++)		Cost			Fair Value
Preferred Stock  - 1.27%
Broadway Parent, LLC(1) (8)	Diversified Financial Services				01/25/21		3,700,000	$	3,718		$	3,718
Exostar LLC - Class A(1) (3) (8)	Aerospace & Defense				07/06/20		911		911			973
Foundation Software(1) (3) (8)	Construction & Engineering				08/31/20		912		912			960
MedeAnalytics, Inc.(1) (3) (8)	Health Care Technology				10/09/20		1,825,100		1,825			2,373
Total Preferred Stock									7,366			8,024
Common Stock  - 0.50%
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)(1) (8)	Software				03/10/21		23,000		2,300			2,300
Exostar LLC - Class B(1) (3) (8)	Aerospace & Defense				07/06/20		1,424,165		—			726
Foundation Software - Class B(1) (3) (8)	Construction & Engineering				08/31/20		490,234		—			147
Total Common Stock									2,300			3,173
TOTAL INVESTMENTS - 205.78%								$	1,302,657		$	1,296,711
LIABILITIES IN EXCESS OF OTHER ASSETS - (105.78%)											$	(666,574	)
NET ASSETS - 100.00%											$	630,137

⁽⁺⁾ Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR ("L") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted), at the borrower's option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of March 31, 2021, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.28%, 0.21%, 0.19%, 0.13%, 0.11% and 0.09%, respectively. As of March 31, 2021, P was 3.25%, and Canadian Prime Rate (“CDN P”) was 2.45%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2021.

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

^# Percentages are based on net assets.

⁽¹⁾ Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

⁽²⁾ 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 March 31, 2021 the aggregate fair value of these securities is $54,875 or 4.12% of the Company’s total assets.

⁽³⁾ The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

⁽⁴⁾ Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. 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".

⁽⁵⁾ All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.

⁽⁶⁾ Position or portion thereof unsettled as of March 31, 2021.

⁽⁷⁾ Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of March 31, 2021, the aggregate fair value of these securities is $11,197 or 1.78% of the Company's net assets. The initial acquisition dates have been included for such securities.

⁽⁸⁾ Non-income producing security.

PIK - Payment-In-Kind

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

11

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

(in thousands, except unit and per unit amounts)

Investment	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/ Shares (++)		Cost			Fair Value
1st Lien/Senior Secured Debt  - 188.41% #
1272775 B.C. LTD. (dba Everest Clinical Research)(1) (2)	Professional Services	6.50%	L + 5.50%	1.00%	11/06/26	$	8,720	$	8,592		$	8,589
1272775 B.C. LTD. (dba Everest Clinical Research)(1) (2) (3)	Professional Services		L + 5.50%	1.00%	11/06/26		1,160		(17	)		(17	)
3SI Security Systems, Inc.(4) (5)	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	06/16/23		2,233		2,217			2,222
Acquia, Inc.(1) (4) (5)	Software	8.00%	L + 7.00%	1.00%	10/31/25		18,077		17,773			17,761
Acquia, Inc.(1) (3) (4) (5)	Software		L + 7.00%	1.00%	10/31/25		1,933		(31	)		(34	)
Apptio, Inc.(4) (5)	IT Services	8.25%	L + 7.25%	1.00%	01/10/25		26,813		25,982			26,411
Apptio, Inc.(3) (4) (5)	IT Services		L + 7.25%	1.00%	01/10/25		769		(27	)		(12	)
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(1) (5)	Hotels, Restaurants & Leisure	6.25%	L + 5.25%	1.00%	08/19/25		7,688		7,626			7,361
Blacksmith Applications, Inc.(1)	Software	7.50%	L + 6.50%	1.00%	12/02/26		23,300		22,782			22,776
Blacksmith Applications, Inc.(1) (3)	Software		L + 6.50%	1.00%	12/02/26		1,900		(42	)		(43	)
Bullhorn, Inc.(1) (4) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		13,841		13,602			13,633
Bullhorn, Inc.(1) (4) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		287		282			283
Bullhorn, Inc.(1) (4) (5)	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		229		225			225
Bullhorn, Inc.(1) (3) (4) (5)	Professional Services		L + 5.75%	1.00%	09/30/26		635		(11	)		(10	)
Bullhorn, Inc.(1) (3) (4) (5)	Professional Services		L + 5.75%	1.00%	09/30/26		693		(12	)		(10	)
Capitol Imaging Acquisition Corp.(1)	Health Care Providers & Services	7.50%	L + 6.50%	1.00%	10/01/26		40,639		39,861			39,826
Capitol Imaging Acquisition Corp.(1) (3)	Health Care Providers & Services	8.75%	P + 5.50%		10/01/25		9,170		972			963
CFS Management, LLC (dba Center for Sight Management)(1) (4) (5)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		6,037		5,991			5,901
CFS Management, LLC (dba Center for Sight Management)(1) (4) (5)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		1,798		1,785			1,758
Chronicle Bidco Inc. (dba Lexitas)(1)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,374		10,121			10,115
Chronicle Bidco Inc. (dba Lexitas)(1) (5)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,346		10,146			10,087
Chronicle Bidco Inc. (dba Lexitas)(1) (5)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		4,356		4,270			4,247
Chronicle Bidco Inc. (dba Lexitas)(1) (3)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		5,785		81			(6	)
Chronicle Bidco Inc. (dba Lexitas)(1) (3) (5)	Professional Services		L + 6.00%	1.00%	11/14/25		1,320		(22	)		(33	)
ConnectWise, LLC(1) (4) (5)	IT Services	6.25%	L + 5.25%	1.00%	02/28/25		19,915		19,587			19,715
ConnectWise, LLC(1) (3) (4) (5)	IT Services	6.25%	L + 5.25%	1.00%	02/28/25		1,537		360			369
Convene 237 Park Avenue, LLC (dba Convene)(1) (4) (5)	Real Estate Management & Development	9.00%	L + 7.50%	1.50%	08/30/24		26,900		26,483			21,520
Convene 237 Park Avenue, LLC (dba Convene)(1) (4) (5)	Real Estate Management & Development	9.00%	L + 7.50%	1.50%	08/30/24		7,910		7,780			6,328
CorePower Yoga LLC(1) (5)	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK)	1.00%	05/14/25		9,050		8,939			7,602
CorePower Yoga LLC(1) (5)	Diversified Consumer Services	7.00%	L + 6.00% (incl. 1.25% PIK)	1.00%	05/14/25		633		626			532
CST Buyer Company (dba Intoxalock)(1) (4) (5)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	10/03/25		16,838		16,619			16,459
CST Buyer Company (dba Intoxalock)(1) (4)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	11/03/25		13,960		13,652			13,646
CST Buyer Company (dba Intoxalock)(1) (3) (4) (5)	Diversified Consumer Services		L + 6.00%	1.00%	10/03/25		1,291		(16	)		(29	)
Diligent Corporation(1) (4) (5)	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		21,030		20,542			20,557
Diligent Corporation(1) (3) (4) (5)	Professional Services		L + 6.25%	1.00%	08/04/25		1,703		(20	)		(19	)
Diligent Corporation(1) (3) (4) (5)	Professional Services		L + 6.25%	1.00%	08/04/25		5,108		(118	)		(115	)
E2open, LLC(1) (5)	Software	6.75%	L + 5.75%	1.00%	11/26/24		18,664		18,522			18,582
Elemica Parent, Inc.(1) (4)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		3,584		3,510			3,476
Elemica Parent, Inc.(1) (4)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		700		684			679
Elemica Parent, Inc.(1) (4)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		523		507			507
Elemica Parent, Inc.(1) (3) (4)	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		470		377			372
Elemica Parent, Inc.(1) (3) (4)	Chemicals		L + 6.00%	1.00%	09/18/25		350		(5	)		(11	)
Elemica Parent, Inc.(1) (3) (4)	Chemicals		L + 6.00%	1.00%	09/18/25		1,396		(21	)		(42	)
Eptam Plastics, Ltd.(1) (4) (5)	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		6,366		6,285			6,238
Eptam Plastics, Ltd.(1) (3) (4) (5)	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		1,365		1,211			1,201
Eptam Plastics, Ltd.(1) (3) (4) (5)	Health Care Equipment & Supplies		L + 5.50%	1.00%	12/06/25		2,729		(17	)		(55	)

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

12

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

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

Investment	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/Shares (++)		Cost			Fair Value
FWR Holding Corporation (dba First Watch Restaurants)(4) (5)	Hotels, Restaurants & Leisure	8.00%	L + 7.00% (incl. 1.50% PIK)	1.00%	08/21/23	$	8,749	$	8,685		$	8,486
FWR Holding Corporation (dba First Watch Restaurants)(3) (4) (5)	Hotels, Restaurants & Leisure		L + 7.00% (incl. 1.50% PIK)	1.00%	08/21/23		122		(1	)		(4	)
GHA Buyer Inc. (dba Cedar Gate)(1)	Health Care Technology	8.00%	L + 6.00%	2.00%	06/24/25		14,000		13,723			13,720
GHA Buyer Inc. (dba Cedar Gate)(1) (3)	Health Care Technology	8.00%	L + 6.00%	2.00%	06/24/25		2,624		2,423			2,423
GHA Buyer Inc. (dba Cedar Gate)(1) (3)	Health Care Technology		L + 6.00%	2.00%	06/24/25		1,749		(35	)		(35	)
GlobalTranz Enterprises, Inc.(1) (5)	Road & Rail	5.15%	L + 5.00%		05/15/26		7,107		6,992			6,539
Governmentjobs.com, Inc. (dba NeoGov)(1) (4)	Software	8.00%	L + 7.00%	1.00%	02/05/26		34,208		33,527			34,294
Governmentjobs.com, Inc. (dba NeoGov)(1) (4) (5)	Software	7.50%	L + 6.50%	1.00%	02/05/26		33,643		33,053			32,970
Governmentjobs.com, Inc. (dba NeoGov)(1) (3) (4) (5)	Software	7.50%	L + 6.50%	1.00%	02/05/26		4,486		260			247
Granicus, Inc.(1)	Software	8.00%	L + 7.00%	1.00%	08/21/26		31,790		31,034			31,155
Granicus, Inc.(1)	Software	8.00%	L + 7.00%	1.00%	08/21/26		2,787		2,719			2,731
Granicus, Inc.(1) (3)	Software		L + 7.00%	1.00%	08/21/26		2,183		(51	)		(44	)
GS AcquisitionCo, Inc. (dba Insightsoftware)(1)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/24/24		9,005		8,873			8,938
GS AcquisitionCo, Inc. (dba Insightsoftware)(1) (3)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/24/24		7,505		3,669			3,696
GS AcquisitionCo, Inc. (dba Insightsoftware)(1) (3)	Diversified Financial Services		L + 5.75%	1.00%	05/24/24		750		(11	)		(6	)
Helios Buyer, Inc. (dba Heartland)(1)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		13,625		13,355			13,353
Helios Buyer, Inc. (dba Heartland)(1) (3)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		2,309		167			166
Helios Buyer, Inc. (dba Heartland)(1) (3)	Diversified Consumer Services		L + 6.00%	1.00%	12/15/26		7,390		(37	)		(37	)
HowlCO LLC (dba Lone Wolf)(1) (2)	Real Estate Management & Development	7.00%	L + 6.00%	1.00%	10/23/26		25,680		25,178			25,167
HowlCO LLC (dba Lone Wolf)(1) (2)	Real Estate Management & Development	7.00%	L + 6.00%	1.00%	10/23/26		4,402		4,315			4,402
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (4) (5)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%	1.00%	07/09/25		26,888		26,569			25,140
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (3) (4) (5)	Hotels, Restaurants & Leisure		L + 6.75%	1.00%	07/09/25		2,186		(25	)		(142	)
iCIMS, Inc.(1) (4)	Software	7.50%	L + 6.50%	1.00%	11/16/26		22,611		22,171			22,272
iCIMS, Inc.(4) (5)	Software	7.50%	L + 6.50%	1.00%	09/12/24		22,131		21,462			21,799
iCIMS, Inc.(4) (5)	Software	7.50%	L + 6.50%	1.00%	09/12/24		369		355			364
Instructure Holdings(1) (4) (5)	Diversified Consumer Services	8.00%	L + 7.00%	1.00%	03/24/26		47,255		46,726			46,783
Instructure Holdings(1) (4)	Diversified Consumer Services	8.00%	L + 7.00%	1.00%	03/24/26		10,101		9,749			10,000
Instructure Holdings(1) (3) (4) (5)	Diversified Consumer Services		L + 7.00%	1.00%	03/24/26		3,690		(40	)		(37	)
Mailgun Technologies, Inc.(1) (4) (5)	Interactive Media & Services	6.00%	L + 5.00%	1.00%	03/26/25		20,045		19,723			20,045
Mailgun Technologies, Inc.(1) (3) (4) (5)	Interactive Media & Services		L + 5.00%	1.00%	03/26/25		1,263		—			—
MedeAnalytics, Inc.(1) (4)	Health Care Technology	7.50%	L + 6.50%	1.00%	10/09/26		41,066		39,871			39,834
MRI Software LLC(5)	Real Estate Management & Development	6.50%	L + 5.50%	1.00%	02/10/26		16,326		16,184			15,850
MRI Software LLC	Real Estate Management & Development	6.50%	L + 5.50%	1.00%	02/10/26		2,793		2,766			2,711
MRI Software LLC(3) (5)	Real Estate Management & Development		L + 5.50%	1.00%	02/10/26		469		(7	)		(14	)
MRI Software LLC(3) (5)	Real Estate Management & Development		L + 5.50%	1.00%	02/10/26		1,143		(10	)		(33	)
MRI Software LLC(3) (5)	Real Estate Management & Development		L + 5.50%	1.00%	02/10/26		22,200		(236	)		(648	)
One GI LLC(1)	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		8,900		8,723			8,722
One GI LLC(1) (3)	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		21,400		1,169			1,182
One GI LLC(1) (3)	Health Care Providers & Services		L + 7.00%	1.00%	12/22/25		2,300		(46	)		(46	)
Picture Head Midco LLC(1) (4) (5)	Entertainment	8.25%	L + 7.25% (incl. 0.50% PIK)	1.00%	08/31/23		19,754		19,361			17,976

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

13

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

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

Investment	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/ Shares (++)		Cost			Fair Value
Premier Imaging, LLC (dba Lucid Health)(1) (4) (5)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	01/02/25	$	17,281	$	17,070		$	16,633
Project Eagle Holdings, LLC (dba Exostar)(1) (4) (5)	Aerospace & Defense	9.25%	L + 8.25%	1.00%	07/06/26		40,913		39,954			39,993
Project Eagle Holdings, LLC (dba Exostar)(1) (3) (4) (5)	Aerospace & Defense		L + 8.25%	1.00%	07/06/26		3,418		(79	)		(77	)
PT Intermediate Holdings III, LLC (dba Parts Town)(1) (5)	Trading Companies & Distributors	6.50%	L + 5.50%	1.00%	10/15/25		17,384		17,312			16,167
Purfoods, LLC(1) (4) (5)	Health Care Providers & Services	7.25%	L + 6.25%	1.00%	08/12/26		24,539		24,015			24,170
Purfoods, LLC(1) (3) (4) (5)	Health Care Providers & Services		L + 6.25%	1.00%	08/12/26		16,400		(192	)		(246	)
Riverpoint Medical, LLC(1) (4) (5)	Health Care Equipment & Supplies	5.50%	L + 4.50%	1.00%	06/21/25		9,784		9,746			9,539
Riverpoint Medical, LLC(1) (3) (4) (5)	Health Care Equipment & Supplies		L + 4.50%	1.00%	06/21/25		1,806		(7	)		(45	)
Selectquote, Inc.(1) (5)	Insurance	7.00%	L + 6.00%	1.00%	11/05/24		12,006		11,814			12,006
Sunstar Insurance Group, LLC(1)	Insurance	6.50%	L + 5.50%	1.00%	10/09/26		12,198		11,962			11,954
Sunstar Insurance Group, LLC(1) (3)	Insurance		L + 5.50%	1.00%	10/09/26		2,496		(48	)		(50	)
Sunstar Insurance Group, LLC(1) (3)	Insurance		L + 5.50%	1.00%	10/09/26		7,736		(149	)		(155	)
Superman Holdings, LLC (dba Foundation Software)(1) (4)	Construction & Engineering	10.25%	P + 7.00%		08/31/27		36,054		35,193			35,154
Superman Holdings, LLC (dba Foundation Software)(1) (3) (4)	Construction & Engineering		P + 7.00%		08/31/26		5,134		(121	)		(128	)
Sweep Purchaser LLC(1)	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		26,468		25,945			25,939
Sweep Purchaser LLC(1) (3)	Commercial Services & Supplies		L + 5.75%	1.00%	11/30/26		8,403		(83	)		(84	)
Sweep Purchaser LLC(1) (3)	Commercial Services & Supplies		L + 5.75%	1.00%	11/30/26		4,201		(83	)		(84	)
Syntellis Performance Solutions, LLC (dba Axiom)(1) (4) (5)	Health Care Technology	9.00%	L + 8.00%	1.00%	08/02/27		38,142		37,048			36,998
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (4) (5)	Health Care Providers & Services	6.25%	L + 5.25%	1.00%	08/15/25		16,903		16,699			16,354
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (3) (4) (5)	Health Care Providers & Services	6.25%	L + 5.25%	1.00%	08/15/25		5,899		1,917			1,783
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)(1) (3) (4) (5)	Health Care Providers & Services		L + 5.25%	1.00%	08/15/25		2,361		(28	)		(77	)
Thrasio, LLC(1)	Internet & Direct Marketing Retail	8.00%	L + 7.00%	1.00%	12/18/26		14,020		13,671			13,670
Thrasio, LLC(1) (3)	Internet & Direct Marketing Retail		L + 7.00%	1.00%	12/18/26		9,250		(115	)		(116	)
USN Opco LLC (dba Global Nephrology Solutions)(1)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	12/21/26		20,394		19,987			19,986
USN Opco LLC (dba Global Nephrology Solutions)(1) (3)	Health Care Providers & Services		L + 5.50%	1.00%	12/21/26		2,812		(56	)		(56	)
USN Opco LLC (dba Global Nephrology Solutions)(1) (3)	Health Care Providers & Services		L + 5.50%	1.00%	12/21/26		7,032		(70	)		(70	)
Viant Medical Holdings, Inc.(1) (5)	Health Care Equipment & Supplies	7.25%	L + 6.25%	1.00%	07/02/25		19,194		18,923			18,714
Villa Bidco Inc (dba Authority Brands)(1) (4) (5)	Diversified Consumer Services	6.75%	L + 5.75%	1.00%	03/21/25		19,704		19,321			19,309
Villa Bidco Inc (dba Authority Brands)(1) (3) (4)	Diversified Consumer Services	6.75%	L + 5.75%	1.00%	03/21/25		9,800		2,807			2,761
Villa Bidco Inc (dba Authority Brands)(1) (3) (4) (5)	Diversified Consumer Services	8.00%	P + 4.75%		03/21/25		1,592		189			188
VRC Companies, LLC (dba Vital Records Control)(4) (5)	Commercial Services & Supplies	7.50%	L + 6.50%	1.00%	03/31/23		23,243		22,990			23,068
VRC Companies, LLC (dba Vital Records Control)(4) (5)	Commercial Services & Supplies	7.50%	L + 6.50%	1.00%	03/31/23		—		—			—
WebPT, Inc.(1) (4) (5)	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		12,701		12,505			12,320
WebPT, Inc.(1) (3) (4) (5)	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		1,323		377			357
WebPT, Inc.(1) (3) (4) (5)	Health Care Technology		L + 6.75%	1.00%	08/28/24		1,588		(12	)		(48	)
Wellness AcquisitionCo, Inc. (dba SPINS)(1) (3)	IT Services		L + 5.75%	1.00%	01/20/27		18,600		—			—
Wellness AcquisitionCo, Inc. (dba SPINS)(1) (3)	IT Services		L + 5.75%	1.00%	01/20/27		2,400		—			—
WorkForce Software, LLC(1) (4) (5)	Software	7.50%	L + 6.50%	1.00%	07/31/25		11,189		11,011			11,021
WorkForce Software, LLC(1) (3) (4) (5)	Software		L + 6.50%	1.00%	07/31/25		980		(15	)		(15	)
Wrike, Inc.(4) (5)	Professional Services	7.75%	L + 6.75%	1.00%	12/31/24		13,600		13,234			13,600
Zodiac Intermediate, LLC (dba Zipari)(1)	Health Care Technology	8.50%	L + 7.50%	1.00%	12/21/26		46,540		45,308			45,302

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

14

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

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

Investment	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par Amount/ Shares (++)		Cost			Fair Value
Zodiac Intermediate, LLC (dba Zipari)(1) (3)	Health Care Technology		L + 7.50%	1.00%	12/22/25	$	7,000	$	(185	)	$	(186	)
Total 1st Lien/Senior Secured Debt									1,167,691			1,154,973
Preferred Stock  - 0.60%
Exostar LLC - Class A(1) (4) (6) (7)	Aerospace & Defense						911	$	912		$	952
Foundation Software(1) (4) (6) (7)	Construction & Engineering						912		912			939
MedeAnalytics, Inc.(1) (6)	Health Care Technology						1,825,100		1,825			1,825
Total Preferred Stock									3,649			3,716
Common Stock  - 0.06%
Exostar LLC - Class B(1) (4) (6) (7)	Aerospace & Defense						1,424,165		—			342
Foundation Software - Class B(1) (4) (6) (7)	Construction & Engineering						490,234		—			15
Total Common Stock									—			357
TOTAL INVESTMENTS - 189.07%								$	1,171,340		$	1,159,046
LIABILITIES IN EXCESS OF OTHER ASSETS - (89.07%)											$	(546,026	)
NET ASSETS - 100.00%											$	613,020

⁽⁺⁾ Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR ("L") or alternate base rate (commonly based on the Prime Rate ("P")), at the borrower's option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.34%, 0.26%, 0.24%, 0.19%, 0.14% and 0.10%, respectively. As of December 31, 2020, P was 3.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2020.

⁽⁺⁺⁾ The total par amount is presented for debt investments. Par amount is denominated in U.S. Dollars ("$").

^# Percentages are based on net assets.

⁽¹⁾ Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

⁽²⁾ 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, 2020 the aggregate fair value of these securities is $38,141 or 3.23% of the Company’s total assets.

⁽³⁾ 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".

⁽⁴⁾ The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

⁽⁵⁾ All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”.

⁽⁶⁾ Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2020, the aggregate fair value of these securities is $4,073 or 0.66% of the Company's net assets. The initial acquisition dates of the restricted securities were as follows:

Investment	Acquisition Date
Exostar LLC - Class A - Preferred Stock	07/06/20
Exostar LLC - Class B - Common Stock	07/06/20
Foundation Software - Preferred Stock	08/31/20
Foundation Software - Class B - Common Stock	08/31/20
MedeAnalytics, Inc. - Preferred Stock	10/09/20

⁽⁷⁾ Non-income producing security.

PIK - Payment-In-Kind

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

15

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, 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. (“Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

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

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

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

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.

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Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes related thereto for the year ended December 31, 2020, included in the Company’s annual report on Form 10-K, which was filed with the SEC on February 25, 2021. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

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

Basis of Consolidation

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

Revenue Recognition

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

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

	For the Three Months Ended
	March 31, 2021		March 31, 2020
Prepayment premiums	$	466	$	—
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	1,625	$	239

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

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

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

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

Non-Accrual Investments

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

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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 March 31, 2021 and December 31, 2020, the Company did not have any investments on non-accrual status.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Board of Directors within the meaning of the Investment Company Act.

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

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:

(1) The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;

(2) The Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

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

(4) Asset Management Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors;

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

(6) The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee.

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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 March 31, 2021 and December 31, 2020, the Company held $16,607 and $8,709 in cash. Foreign currency of $18 and $0 (acquisition cost of $18 and $0) is included in cash as of March 31, 2021 and December 31, 2020.

Foreign Currency Translation

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

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

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statement of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2019. So long as the Company obtains and maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders 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.

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Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to common Units or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

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

Offering Costs

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

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

For the three months ended March 31, 2021 and March 31, 2020, Management Fees amounted to $2,349 and $1,132. As of March 31, 2021, $2,349 remained payable.

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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;

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

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

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

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

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

The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investments and income from investing activities and may include return of capital, ordinary income and capital gains.

If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates).

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

For the three months ended March 31, 2021 and March 31, 2020, the Company accrued an unvested Incentive Fees of $7,352 and $0. As of March 31, 2021, $7,352 remained payable in accordance with the terms of the Investment Advisory Agreement.

Expense Limitation

Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three months ended

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March 31, 2021 there have been no reimbursements from the Investment Adviser pursuant to this provision. For the three months ended March 31, 2020, there have been no reimbursements from the Investment Adviser pursuant to this provision.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines are commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $187 and $110. As of March 31, 2021, $381 remained payable.

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 months ended March 31, 2021 and March 31, 2020, the Company incurred expenses for services provided by the Transfer Agent of $35 and $20. As of March 31, 2021, $21 remained payable.

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 Three Months Ended March 31, 2021
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	42,278	$	(42,278	)	$	—	$	—	$	—	$	— (3)
Total Non-Controlled Affiliates	$	—	$	42,278	$	(42,278	)	$	—	$	—	$	—	$	— (3)
For the Year Ended December 31, 2020
Non-Controlled Affiliates
Goldman Sachs Financial Square Government    Fund	$	—	$	385,707	$	(385,707	)	$	—	$	—	$	—	$	32
Total Non-Controlled Affiliates	$	—	$	385,707	$	(385,707	)	$	—	$	—	$	—	$	32

⁽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.

⁽³⁾ Amount rounds to less than $0.1.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2021 and December 31, 2020, there were $160 and $141 included within Accrued expenses and other liabilities, $0 and $176 included within Interest and other expense payable, $0 and $218 included within Accrued offering costs paid by the Investment Adviser and its affiliates on behalf of the Company.

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Co-investment Activity

In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted exemptive relief (“Exemptive Relief”)  that permits the Company to co-invest with Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Middle Market Lending Corp. (which was merged with GS BDC on October 12, 2020), and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and investment portfolios of the aforementioned funds and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2021				December 31, 2020
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	1,292,991	$	1,285,514	$	1,167,691	$	1,154,973
Preferred Stock		7,366		8,024		3,649		3,716
Common Stock		2,300		3,173		—		357
Total	$	1,302,657	$	1,296,711	$	1,171,340	$	1,159,046

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

	March 31, 2021						December 31, 2020
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Software		15.5	%		31.9	%		18.6	%		35.2	%
Health Care Providers & Services		12.3			25.4			11.8			22.3
Health Care Technology		11.9			24.4			13.2			24.9
Diversified Consumer Services		10.1			20.9			11.3			21.3
Real Estate Management & Development		6.3			13.0			6.5			12.3
Professional Services		6.0			12.3			7.0			13.2
Diversified Financial Services		5.5			11.3			1.1			2.1
IT Services		5.0			10.3			4.0			7.6
Commercial Services & Supplies		4.6			9.6			4.4			8.3
Aerospace & Defense		3.3			6.7			3.6			6.7
Hotels, Restaurants & Leisure		3.2			6.5			3.5			6.7
Transportation Infrastructure		3.0			6.2			—			—
Construction & Engineering		2.8			5.8			3.1			5.9
Health Care Equipment & Supplies		2.8			5.7			3.1			5.8
Interactive Media & Services		1.6			3.2			1.7			3.3
Entertainment		1.4			2.9			1.5			2.9
Insurance		1.4			2.8			2.0			3.9
Trading Companies & Distributors		1.3			2.7			1.4			2.6
Internet & Direct Marketing Retail		1.0			2.1			1.2			2.2
Road & Rail		0.5			1.1			0.6			1.1
Chemicals		0.5			1.0			0.4			0.8
Total		100.0	%		205.8	%		100.0	%		189.1	%

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

Geographic	March 31, 2021			December 31, 2020
United States		98.0	%		99.3	%
Canada		2.0			0.7
Total		100.0	%		100.0	%

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5. FAIR VALUE MEASUREMENT

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

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

Basis of Fair Value Measurement

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

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	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.

24

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

The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of March 31, 2021. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.

Level 3 Instruments	Fair Value(1)(2)		Valuation Techniques(3)	Significant Unobservable Inputs	Range(4) of Significant Unobservable Inputs	Weighted Average(5)
As of March 31, 2021
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	1,075,865	Discounted cash flows	Discount Rate	6.6% - 20.6%	9.0%
Equity
Preferred Stock	$	4,306	Comparable multiples	EV/EBITDA(6)	9.5x - 15.3x	10.9x
Common Stock	$	873	Comparable multiples	EV/EBITDA(6)	9.8x - 15.3x	10.7x
As of December 31, 2020
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	721,563	Discounted cash flows	Discount Rate	6.0% - 16.6%	8.6%
Equity
Preferred Stock	$	1,891	Comparable multiples	EV/EBITDA(6)	9.3x - 16.0x	12.6x
Common Stock		357	Comparable multiples	EV/EBITDA(6)	9.3x - 16.0x	9.6x

⁽¹⁾ As of March 31, 2021, included within Level 3 assets of $1,255,480 is an amount of $174,436 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 $1,075,865 or 86.5% of Level 3 bank loans, corporate debt, and other debt obligations.

⁽²⁾ As of December 31, 2020, included within Level 3 assets of $1,108,698 is an amount of $384,887 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 $721,563 or 65.3% of Level 3 bank loans, corporate debt, and other debt obligations

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

⁽⁴⁾ The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.

⁽⁵⁾ Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

⁽⁶⁾ Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2021. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.

25

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

	March 31, 2021								December 31, 2020
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	41,231	$	1,244,283	$	1,285,514	$	—	$	50,348	$	1,104,625	$	1,154,973
Preferred Stock		—		—		8,024		8,024		—		—		3,716		3,716
Common Stock		—		—		3,173		3,173		—		—		357		357
Total Assets	$	—	$	41,231	$	1,255,480	$	1,296,711	$	—	$	50,348	$	1,108,698	$	1,159,046

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

	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In		Transfers Out (2)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2021
1st Lien/Senior Secured Debt	$	1,104,625	$	216,051	$	(3	)	$	3,817		$	(82,807	)	$	2,600	$	—	$	—		$	1,244,283	$	4,516
Preferred Stock		3,716		3,717		—			591			—			—		—		—			8,024		591
Common Stock		357		2,300		—			516			—			—		—		—			3,173		516
Total Assets	$	1,108,698	$	222,068	$	(3	)	$	4,924		$	(82,807	)	$	2,600	$	—	$	—		$	1,255,480	$	5,623
For the Three Months Ended March 31, 2020
1st Lien/Senior    Secured Debt	$	399,513	$	149,258	$	—		$	(28,447	)	$	(16,514	)	$	563	$	—	$	(18,181	)	$	486,192	$	(28,507	)
Total Assets	$	399,513	$	149,258	$	—		$	(28,447	)	$	(16,514	)	$	563	$	—	$	(18,181	)	$	486,192	$	(28,507	)

⁽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 out were primarily due to increased price transparency.

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 March 31, 2021, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short term rates.

6. DEBT

On May 2, 2019, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2021 and December 31, 2020, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 192% and 212%.

The Company’s outstanding debt was as follows:

	March 31, 2021						December 31, 2020
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
MUFG Revolving Credit Facility(1)	$	500,000	$	253,050	$	246,950	$	500,000	$	102,300	$	397,700
JPM Revolving Credit Facility(2)(3)		550,000		109,881		440,119		250,000		100,000		150,000
Total Debt	$	1,050,000	$	362,931	$	687,069	$	750,000	$	202,300	$	547,700

⁽¹⁾ Provides, under certain circumstances, a total borrowing capacity of $500,000.

⁽²⁾ Provides, under certain circumstances, a total borrowing capacity of $800,000.

⁽³⁾ The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2021, the Company had outstanding borrowings denominated in USD of $440,000 and in Canadian Dollars (“CAD”) of 150. As of December 31, 2020, the Company had outstanding borrowings denominated in USD of $150,000 and in CAD of 0.

26

The combined weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2021 and for the year ended December 31, 2020 were 2.90% and 2.84% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2021 and for the year ended December 31, 2020 was $638,197 and $225,376.

MUFG Revolving Credit Facility

The Company entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Union Bank, N.A., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the MUFG Revolving Credit Facility on July 31, 2019, December 6, 2019, January 27, 2020 and December 23, 2020. Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $500,000 as of March 31, 2021. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 7, 2021.

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

Under the MUFG Revolving Credit Facility, the Company has the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the MUFG Revolving Credit Facility is the prevailing LIBOR for one month (the “Applicable LIBOR”) plus 2.45% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.45% per annum. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

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

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

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

Costs of $3,513 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs on the Consolidated Statement of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of March 31, 2021 and December 31, 2020, outstanding deferred financing costs were $372 and $1,290.

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

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Borrowing interest expense	$	2,548		$	1,738
Facility fees		66			179
Amortization of financing costs		924			389
Total	$	3,538		$	2,306
Weighted average interest rate		2.62	%		3.69	%
Average outstanding balance	$	395,169		$	189,547

27

JPM Revolving Credit Facility

On September 24, 2020, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S Bank National Association serves as collateral agent, collateral administrator and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on February 12, 2021 and March 5, 2021.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 3.10% per annum. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of March 31, 2021, the total commitments under the JPM Revolving Credit Facility were $550,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $800,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to six months extension of the maturity date with the consent of the administrative agent at such time.

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

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

Costs of $5,146 were incurred in connection with obtaining the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of March 31, 2021 and December 31, 2020, outstanding deferred financing costs were $4,793 and $2,720, respectively.

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

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Borrowing interest expense	$	2,019		N/A
Facility fees		196		N/A
Amortization of financing costs		197		N/A
Total	$	2,412		N/A
Weighted average interest rate		3.37	%	N/A
Average outstanding balance	$	243,028		N/A

7. COMMITMENTS AND CONTINGENCIES

Capital Commitments

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

	March 31, 2021							December 31, 2020
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Units	$	1,475,812	$	848,592		43	%	$	1,475,812	$	848,592		43	%

Portfolio Company Commitments

The Company may enter into investment commitments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of March 31, 2021, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:  

28

		Unfunded Commitment Balances				Fair Value(2)
	Commitment Expiration Date(1)	March 31, 2021		December 31, 2020		March 31, 2021			December 31, 2020
1st Lien/Senior Secured Debt
One GI LLC	06/22/21	$	2,326	$	20,004	$	(41	)	$	(200	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	08/15/21		3,925		3,926		(59	)		(128	)
WebPT, Inc.	08/28/21		1,588		1,588		(36	)		(48	)
Bullhorn, Inc.	10/01/21		635		635		(6	)		(10	)
Chronicle Bidco Inc. (dba Lexitas)	11/14/21		12,680	—			(254	)	—
GS AcquisitionCo, Inc. (dba Insightsoftware)	12/02/21		3,752		3,752		(28	)		(28	)
Eptam Plastics, Ltd.	12/06/21		2,115		2,729		(37	)		(55	)
GHA Buyer Inc. (dba Cedar Gate)	12/14/21		175		175		(3	)		(2	)
FWR Holding Corporation (dba First Watch Restaurants)	12/20/21		122		122		(2	)		(4	)
Elemica Parent, Inc.	12/31/21		350		350		(10	)		(11	)
Diligent Corporation	02/04/22		5,108		5,108		51			(115	)
VRC Companies, LLC (dba Vital Records Control)	02/08/22		2,340	—			(12	)	—
MRI Software LLC	02/10/22		469		469		(2	)		(14	)
MRI Software LLC	02/10/22		14,000		22,200		(70	)		(648	)
Chronicle Bidco Inc. (dba Lexitas)	04/23/22		5,206		5,646		(104	)		(141	)
Helios Buyer, Inc. (dba Heartland)	06/15/22		7,390		7,390		(148	)		(37	)
Thrasio, LLC	06/18/22		9,250	—			(231	)	—
Purfoods, LLC	08/12/22		16,400		16,400		(164	)		(246	)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	09/10/22		2,759	—			(31	)	—
Villa Bidco Inc (dba Authority Brands)	09/12/22		3,773		6,843		(57	)		(137	)
Sunstar Insurance Group, LLC	10/09/22		1,784		7,736		(18	)		(155	)
Sweep Purchaser LLC	11/30/22		1,681		8,403		(17	)		(84	)
USN Opco LLC (dba Global Nephrology Solutions)	12/21/22		7,032		7,032		(141	)		(70	)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	01/27/23		5,843	—			(88	)	—
Sweep Purchaser LLC	02/12/23		6,722	—			(67	)	—
GS AcquisitionCo, Inc. (dba Insightsoftware)	05/24/24		417		750		(3	)		(6	)
WebPT, Inc.	08/28/24		926		926		(21	)		(28	)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	11/15/24		2,648	—			14		—
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	11/15/24		23,305	—			119		—
Apptio, Inc.	01/10/25		462		769		(6	)		(12	)
ConnectWise, LLC	02/28/25		1,441		1,152		(14	)		(12	)
Villa Bidco Inc (dba Authority Brands)	03/21/25		1,373		1,374		(21	)		(27	)
Mailgun Technologies, Inc.	03/26/25		1,263		1,263		—			—
Riverpoint Medical, LLC	06/21/25		1,806		1,806		(32	)		(45	)
GHA Buyer Inc. (dba Cedar Gate)	06/24/25		1,749		1,749		(35	)		(35	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	07/09/25		2,186		2,186		(120	)		(142	)
WorkForce Software, LLC	07/31/25		980		980		(15	)		(15	)
Diligent Corporation	08/04/25		1,703		1,684		17			(38	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	08/15/25		2,361		2,361		(35	)		(77	)
Elemica Parent, Inc.	09/18/25		130		84		(4	)		(3	)
Capitol Imaging Acquisition Corp.	10/01/25		7,749		8,024		(155	)		(160	)
CST Buyer Company (dba Intoxalock)	10/03/25		1,291		1,291		(13	)		(29	)
Acquia, Inc.	10/31/25		1,778		1,933		(31	)		(34	)
Chronicle Bidco Inc. (dba Lexitas)	11/14/25		1,320		1,320		(26	)		(33	)
Eptam Plastics, Ltd.	12/06/25		751		136		(13	)		(3	)
One GI LLC	12/22/25		2,300		2,300		(40	)		(46	)
Zodiac Intermediate, LLC (dba Zipari)	12/22/25		7,000		7,000		(175	)		(186	)
Prophix Software Inc.(dba Pound Bidco)	01/30/26		3,118	—			(62	)	—
Governmentjobs.com, Inc. (dba NeoGov)	02/05/26		4,149		4,150		(83	)		(83	)
MRI Software LLC	02/10/26		1,086		1,143		(5	)		(33	)
Instructure Holdings	03/24/26		3,690		3,690		(37	)		(37	)
Project Eagle Holdings, LLC (dba Exostar)	07/06/26		3,418		3,418		—			(77	)
Superman Holdings, LLC (dba Foundation Software)	08/31/26		5,134		5,134		(51	)		(128	)
Bullhorn, Inc.	09/30/26		693		693		(7	)		(10	)
Sunstar Insurance Group, LLC	10/09/26		2,496		2,496		(25	)		(50	)
1272775 B.C. LTD. (dba Everest Clinical Research)	11/06/26		1,059		1,160		(16	)		(17	)
Sweep Purchaser LLC	11/30/26		4,201		4,201		(42	)		(84	)
Blacksmith Applications, Inc.	12/02/26		1,900		1,900		(38	)		(43	)
Helios Buyer, Inc. (dba Heartland)	12/15/26		1,090		2,097		(22	)		(42	)
USN Opco LLC (dba Global Nephrology Solutions)	12/21/26		2,812		2,812		(56	)		(56	)
StarCompliance Intermediate, LLC	01/12/27		2,300	—			(46	)	—
Wellness AcquisitionCo, Inc. (dba SPINS)	01/20/27		2,400	—			(48	)	—

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			Unfunded Commitment Balances				Fair Value(2)
	Commitment Expiration Date(1)		March 31, 2021		December 31, 2020		March 31, 2021			December 31, 2020
GovDelivery Holdings, LLC (dba Granicus, Inc.)	01/29/27	$	2,337	$	—	$	(35	)	$	—
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	03/10/27		1,100		—		(26	)		—
Elemica Parent, Inc.	12/15/21		—		1,396		—			(42	)
Thrasio, LLC	06/18/22		—		9,250		—			(116	)
Granicus, Inc.	08/21/26		—		2,183		—			(44	)
Wellness AcquisitionCo, Inc. (dba SPINS)	01/20/27		—		2,352		—			—
Wellness AcquisitionCo, Inc. (dba SPINS)	01/20/27		—		18,228		—			—
Total 1st Lien/Senior Secured Debt		$	225,347	$	225,899	$	(2,783	)	$	(3,926	)
Total		$	225,347	$	225,899	$	(2,783	)	$	(3,926	)

⁽¹⁾ Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾ The fair value is reflected as investments, at fair value on the Consolidated Statement of Financial Condition.

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 three months ended March 31, 2021.

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

Unit Issue Date	Units Issued		Proceeds Received
For the Three Months Ended March 31, 2020
January 29, 2020		509,491	$	50,226
March 30, 2020		1,246,165		124,445
Total capital drawdowns		1,755,656	$	174,671

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 Three Months Ended March 31, 2021
February 24, 2021	April 5, 2021	April 29, 2021	$	2.82

For the Three Months Ended March 31, 2020
February 19, 2020	April 3, 2020	April 29, 2020	$	1.44

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
	March 31, 2021		March 31, 2020
Net increase (decrease) in Members’ Capital from operations	$	17,117	$	(27,034	)
Weighted average Units outstanding		6,427,515		2,693,389
Basic and diluted earnings (loss) per unit	$	2.66	$	(10.04	)

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

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10. FINANCIAL HIGHLIGHTS

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

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Per Unit Data:(1)
NAV, beginning of period	$	95.37		$	98.53
Net investment income (loss)		1.67			2.01
Net realized and unrealized gains (losses)(2)		0.99			(8.24	)
Income tax provision, realized and unrealized gains		0.01			-
Net increase (decrease) in net assets from operations(2)	$	2.67		$	(6.23	)
Distributions declared from net investment income		—			-
Total increase (decrease) in net assets	$	2.67		$	(6.23	)
NAV, end of period	$	98.04		$	92.30
Units outstanding, end of period		6,427,515			4,068,933
Weighted average units outstanding		6,427,515			2,693,389
Total return based on NAV(3)		2.80	%		(6.32)	%
Ratio/Supplemental Data (4):
Members’ Capital, end of period	$	630,137		$	375,562
Ratio of net expenses to average Members’ Capital		7.32	%		6.41	%
Ratio of expenses (without incentive fees and interest and other debt expenses)    to Members’ Capital		2.26	%		2.73	%
Ratio of interest and other debt expenses to average Members’ Capital		3.88	%		3.68	%
Ratio of incentive fees to average Members’ Capital		1.18	%	—%
Ratio of total expenses to average Members’ Capital		7.32	%		6.41	%
Ratio of net investment income to average Members’ Capital		10.62	%		9.18	%
Portfolio turnover		8	%		4	%

⁽¹⁾ The per unit data was derived by using the weighted average units outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per unit for the applicable period.

⁽²⁾ The amount shown may not correspond with the aggregate amount 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 declared per unit, divided by the beginning NAV per unit.

⁽⁴⁾ Ratios are annualized, except for, as applicable, unvested Incentive Fees.

11. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statement of Financial Condition have been evaluated through the date the audited 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 April 29, 2021, the Company paid net investment income distribution for the period January 1, 2021 to March 31, 2021 of $18,094, or $2.82 per unit to Unitholders of record as of April 5, 2021.

On May 5, 2021, 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 April 1, 2021 through June 30, 2021, payable on or about July 28, 2021 to Unitholders of record as of July 5, 2021.

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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, unless otherwise specified. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2019. From our commencement of investment operations on April 11, 2019 through March 31, 2021, we have originated $1,738.64 million in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first out” portion of such loan and 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 payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion generally earns a higher interest rate than our “first out” portion. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company. We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to another asset, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholders at least 60 days prior to any change to the 80% investment policy described above.

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

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

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages,” in our annual report on Form 10-K for the year ended December 31, 2020.

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Impact of COVID-19 Pandemic

While the availability of vaccines has raised hopes that an end to the COVID-19 pandemic is within reach, the pandemic’s trajectory will depend on the speed and scale of vaccine distribution and the extent to which efforts to curtail infections are hampered by new surges caused by variants of the virus. Entering the second quarter of 2021, the situation has remained in flux globally, as some countries have encountered a significant increase in the number of new cases. The extent to which the COVID-19 pandemic will continue to affect our business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating results will depend on future developments, which are highly uncertain and cannot be predicted.

Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles. Given the unprecedented nature of COVID-19 and the difficulty in predicting future government responses and restrictions, the operating environment of our portfolio companies is evolving rapidly.  Business disruption experienced by our portfolio companies may reduce, over time, the amount of interest and dividend income that we receive from our investments companies and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our Unitholders. As a result, we may be required to reduce the future amount of distributions to our Unitholders. We continue to closely monitor our investment portfolio in order to be positioned to respond appropriately.

Goldman Sachs has continued to successfully execute on its Business Continuity Planning (the “BCP”) strategy since initially activating it in the first quarter of 2020. Goldman Sachs’ priority has been to safeguard its employees and to ensure continuity of business operations. Goldman Sachs has a central team that continues to manage its COVID-19 response, which is led by its chief administrative officer and chief medical officer. The vast majority of Goldman Sachs employees continue to work remotely, however, a growing number of employees are returning to its offices in many of its locations and the expectation is that this trend will accelerate as vaccination programs around the world increase.  To minimize health risks to employees working in its offices, Goldman Sachs has implemented on-site testing and other protocols, such as controls around the building access, strict physical distancing measures, enhanced cleaning regimes, and it is vigilant in monitoring local safety guidelines. Our systems and infrastructure have continued to support our business operations. We have maintained regular and active communication across senior management, the rest of our private credit group and our Board of Directors. Furthermore, we have ongoing dialogues with our vendors to ensure they continue to meet our criteria for business continuity.

For further information about the risks associated with COVID-19, see “—Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020.

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

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

Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational and start-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including:

• our operational and organizational expenses;

• fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

• interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;

• fees and expenses incurred by us in connection with membership in investment company organizations;

• brokers’ commissions;

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

• legal, auditing or accounting expenses;

• taxes or governmental fees;

• the fees and expenses of our administrator, transfer agent, or sub-transfer agent;

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

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

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

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

• costs of holding Unitholder meetings;

• the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;

• insurance premiums; and

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

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

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

Leverage

The Revolving Credit Facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% after such borrowing (if certain requirements are met). As of March 31, 2021 and December 31, 2020, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 192% and 212%. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such

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transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

		As of
		March 31, 2021				December 31, 2020
	Amortized Cost			Fair Value		Amortized Cost		Fair Value
		($ in millions)
First Lien/Senior Secured Debt		$	1,292.99	$	1,285.51	$	1,167.69	$	1,154.97
Preferred Stock			7.37		8.02		3.65		3.72
Common Stock			2.30		3.17		-		0.36
Total Investments		$	1,302.66	$	1,296.70	$	1,171.34	$	1,159.05

The weighted average of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:

	As of
	March 31, 2021						December 31, 2020
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		8.0	%		8.2	%		8.0	%		8.3	%
Preferred Stock(3)	0.0			0.0				0.0			0.0
Common Stock(3)	0.0			0.0				0.0			0.0
Total Portfolio		7.9	%		8.1	%		8.0	%		8.3	%

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

As of March 31, 2021, the total portfolio weighted average yield measured at amortized cost and fair value was 7.9% and 8.1%, as compared to 8.0% and 8.3%, at December 31, 2020.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

	As of
	March 31, 2021				December 31, 2020
Number of portfolio companies			58				55
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%
Weighted average leverage (net debt/EBITDA)(3)		5.5x				5.5x
Weighted average interest coverage(3)		2.5x				2.5x
Median EBITDA(3)	$		31.05 million		$	30.51 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.

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

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

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

As of March 31, 2021 and December 31, 2020, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 26.7% and 28.7% of total debt investments at fair value. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.

Our Investment Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

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

• Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

• Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2; 

• Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

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

Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:

	As of
	March 31, 2021					December 31, 2020
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in  millions)					(in  millions)
Grade 1	$	7.38		0.6	%	$	52.42		4.5	%
Grade 2		1,240.80		95.7			1,039.46		89.7
Grade 3		48.53		3.7			67.17		5.8
Grade 4		—		—			—		—
Total Investments	$	1,296.71		100.0	%	$	1,159.05		100.0	%

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The decrease in investments with a grade 1 investment performance rating as of March 31, 2021 compared to December 31, 2020 was primarily driven by the repayment of investments with an aggregate fair value of $52.42 million, partially offset by an investment with fair value of $7.38 million being upgraded due to potential exit. The decrease in investments with a grade 3 investment performance rating as of March 31, 2021 compared to December 31, 2020 was primarily driven by an investment with fair value of 17.04 million being upgraded from grade 3 to grade 2 due to financial improvement.

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

	As of
	March 31, 2021					December 31, 2020
	Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	(in  millions)					(in  millions)
Performing	$	1,302.66		100.0	%	$	1,171.34		100.0	%
Non-accrual		—		—			—		—
Total Investments	$	1,302.66		100.0	%	$	1,171.34		100.0	%

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

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

	For the Three Months Ended
	March 31, 2021			March 31, 2020
	($ in millions)
Amount of investments committed at cost(2):
First Lien/Senior Secured Debt	$	225.27		$	139.08
Preferred Stock		3.72			—
Common Stock		2.30			—
Total	$	231.29		$	139.08
Proceeds from investments sold or repaid(9):
First Lien/Senior Secured Debt	$	100.74		$	16.42
Total	$	100.74		$	16.42
Net increase (decrease) in portfolio	$	130.55		$	122.66
Number of new portfolio companies with new investment commitments(3)		6			4
Total new investment commitment amount in new portfolio companies(3)	$	165.93		$	126.93
Average new investment commitment amount in new portfolio companies(3)	$	27.66		$	31.73
Number of existing portfolio companies with new investment commitments(3)		6			1
Total new investment commitment amount in existing portfolio companies(3)	$	65.36		$	12.15
Weighted average remaining term for new investment commitments (in years)(3)(4)		5.0			5.5
Percentage of new debt investment commitments at floating interest rates(3)(10)		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)(10)		—	%	—%
Weighted average yield on new debt and income producing investment commitments(2)(3)(5)		7.7	%		8.2	%
Weighted average yield on new investment commitments(2)(3)(6)		7.5	%		8.2	%
Weighted average yield on debt and income producing investments sold or paid down(7)(9)		7.6	%		8.0	%
Weighted average yield on investments sold or paid down(8)(9)		7.6	%		8.0	%

⁽¹⁾  Figures for new investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period 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.

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⁽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 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
	March 31, 2021			March 31, 2020
	($ in millions)
Total investment income	$	27.49		$	9.76
Net expenses		(16.77	)		(4.33	)
Net investment income		10.72			5.43
Net realized gain (loss) on investments		—			—
Net unrealized appreciation (depreciation) on investments		6.34			(32.46	)
Income tax (provision) benefit, realized and unrealized gain/loss		0.06			��
Net increase (decrease) in Members’ Capital from operations	$	17.12		$	(27.03	)

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

Investment Income

	For the Three Months Ended
	March 31, 2021			March 31, 2020
	($ in millions)
Interest	$	26.97		$	9.61
Dividend income		—	(1)		0.01
Other income		0.52			0.14
Total investment income	$	27.49		$	9.76

⁽¹⁾ Amount rounds to less than $0.01 million.

In the table above:

• Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees, increased from $9.61 million for the three months ended March 31, 2020 to $26.97 million for the three months ended March 31, 2021. The increase was primarily driven by our deployment of capital and increasing invested balance. The amortized cost of the portfolio increased from $539.70 million as of March 31, 2020 to $1,302.66 million as of March 31, 2021. Included in interest for the three months ended March 31, 2021 and March 31, 2020 is $0.47 million and $0.00 million in prepayment premiums and $1.63 million and $0.24 million in accelerated accretion of upfront loan origination fees.

• Other income increased from $0.14 million for the three months ended March 31, 2020 to $0.52 million for the three months ended March 31, 2021. The increase is primarily due to an increase in commitment fee and loan administration fees from our portfolio companies driven by the increase in our invested balance.

Expenses

	For the Three Months Ended
	March 31, 2021		March 31, 2020
	($ in millions)
Interest and other debt expenses	$	5.95	$	2.31
Management fees		2.35		1.13
Incentive fees		7.35		—
Offering costs		—		0.42
Professional fees		0.49		0.12
Directors’ fees		0.09		0.09
Other general and administrative expenses		0.54		0.26
Total expenses	$	16.77	$	4.33

In the table above:

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• Interest and other debt expenses increased from $2.31 million for the three months ended March 31, 2020 to $5.95 million for the three months ended March 31, 2021. This was primarily due to an increase in the average aggregate daily borrowings from $189.55 million to $638.20 million, partially offset by a decrease in the weighted average interest rate for the Revolving Credit Facilities from 3.69% to 2.90%.

• Management Fees increased from $1.13 million for the three months ended March 31, 2020 to $2.35 million for the three months ended March 31, 2021 primarily driven by an increase in the size of our portfolio.

• We accrued an unvested Incentive Fee of $7.35 million for the three months ended March 31, 2021 based on the inception to date results of operations.

• Professional fees and other general and administrative expenses increased from $0.47 million for the three months ended March 31, 2020, to $1.12 million for the three months ended March 31, 2021 primarily driven by an increase in the size of the portfolio and an increase in costs associated with servicing a larger investment portfolio.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to 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
	March 31, 2021			March 31, 2020
	($ in millions)
Unrealized appreciation	$	10.80		$	0.06
Unrealized depreciation		(4.45	)		(32.52	)
Net change in unrealized appreciation (depreciation) on investments	$	6.35		$	(32.46	)

The change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended March 31, 2021
	($ in millions)
Portfolio Company:
Other, net(1)	$	4.93
MedeAnalytics, Inc.		1.12
MRI Software LLC		1.10
Project Eagle Holdings, LLC (dba Exostar)		0.96
PT Intermediate Holdings III, LLC (dba Parts Town)		0.91
Diligent Corporation		0.87
Granicus, Inc.		(0.14	)
Selectquote, Inc.		(0.19	)
Wrike, Inc.		(0.37	)
CorePower Yoga LLC		(0.37	)
Convene 237 Park Avenue, LLC (dba Convene)		(2.47	)
Total	$	6.35

⁽¹⁾ For the three months ended March 31, 2021, other, net includes gross unrealized appreciation of $5.84 million and gross unrealized depreciation of $(0.91) million.

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Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2021 continued to be impacted by improved economic indicators as a result of the rebound experienced from the COVID-19 pandemic, which was partially offset by the underperformance of Convene 237 Park Avenue, LLC (dba Convene).   

	For the Three Months Ended March 31, 2020
	($ in millions)
Portfolio Company:
Clarkson Eyecare, LLC (dba EyeCare Partners)	$	0.06
GlobalTranz Enterprises, Inc.		(1.29	)
ConnectWise, LLC		(1.32	)
Picture Head Midco LLC		(1.61	)
MRI Software LLC		(2.18	)
Viant Medical Holdings, Inc.		(2.24	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)		(2.48	)
CST Buyer Company (dba Intoxalock)		(2.92	)
PT Intermediate Holdings III, LLC (dba Parts Town)		(3.07	)
Convene 237 Park Avenue, LLC (dba Convene)		(4.51	)
Other, net(1)		(10.90	)
Total	$	(32.46	)

⁽¹⁾ For the three months ended March 31, 2020, Other, net includes gross unrealized appreciation of $0.00 million, and gross unrealized depreciation of $(10.90) million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities in addition to our Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of March 31, 2021 and December 31, 2020, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 192% and 212%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

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

Credit Alternatives GP LLC (the “Initial Member”), an affiliate of our Investment Adviser, made a capital contribution to us of $100 on April 11, 2019 and served as our sole initial member. We cancelled the Initial Member’s interest in the Company on May 3, 2019. We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice.

As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

	March 31, 2021							December 31, 2020
	Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded			Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded
Common Units	$	1,475.81	$	848.59		43	%	$	1,475.81	$	848.59		43	%

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

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

Unit Issue Date	Units Issued		Proceeds Received ($ in millions)
For the Three Months Ended March 31, 2020
January 29, 2020	$	509,491	$	50.22
March 30, 2020		1,246,165		124.45
Total capital drawdowns	$	1,755,656	$	174.67

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of March 31, 2021:

	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	$	246.83	$	246.83	$	—	$	—	$	—
JPM Revolving Credit Facility(1)	$	440.12	$	—	$	—	$	440.12	$	—

⁽¹⁾ The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2021, the Company had outstanding borrowings denominated in USD of $440 million and in Canadian Dollars (“CAD”) of 0.15 million.

MUFG Revolving Credit Facility

We entered into the MUFG Revolving Credit Facility on May 7, 2019 with MUFG Union Bank, N.A., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender. We amended the MUFG Revolving Credit Facility on July 31, 2019 December 6, 2019, January 27, 2020, and December 23, 2020.

Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $500.00 million as of March 31, 2021. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the MUFG Revolving Credit Facility is May 7, 2021.

Under the MUFG Revolving Credit Facility, we have the ability to elect either London InterBank Offered Rate (“LIBOR”) or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the MUFG Revolving Credit Facility is the prevailing LIBOR for one month (the “Applicable LIBOR”) plus 2.45% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.45% per annum. We pay a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the MUFG Revolving Credit Facility.

JPM Revolving Credit Facility

On September 24, 2020, Goldman Sachs Private Middle Market Credit II SPV II LLC (“SPV”) entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, U.S Bank National Association serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on February 12,2021 and March 5, 2021.

Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%, in each case, plus the applicable margin. The applicable margin is 3.10% per annum. SPV will also pay a commitment fee of 0.75% per annum (subject to adjustment, as set forth in the loan documents) on the average daily unused amount of the financing commitments until the last day of the reinvestment period (as defined in the JPM Revolving Credit Facility). The JPM Revolving Credit Facility is a multicurrency facility. As of March 31, 2021, the total commitments under the JPM Revolving Credit Facility were $550.00 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

41

$800.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at that time.

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

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

For further details, see Note 6 “Debt – 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 March 31, 2021, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

	As of
	March 31, 2021		December 31, 2020
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	225.35	$	225.90
Total	$	225.35	$	225.90

We had aggregate Commitments and undrawn Commitments from investors as follows:

	March 31, 2021
	Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded
Common Units	$	1,475.81	$	848.59		43	%

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

RECENT DEVELOPMENTS

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On April 29, 2021, we paid net investment income distribution for the period January 1, 2021 to March 31, 2021 of $18.09 million, or $2.82 per unit to Unitholders of record as of April 5, 2021.

On May 5, 2021, 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 April 1, 2021 through June 30, 2021, payable on or about July 28, 2021 to Unitholders of record as of July 5, 2021.

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.

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 March 31, 2021 and December 31, 2020, on a fair value basis, 100.0% and 100.0% of our performing debt investments bore interest at a floating rate. Our borrowings under the Revolving Credit Facilities bear interest at a floating rate.

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

Based on our March 31, 2021 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

As of March 31, 2021 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	23.55		$	(19.18	)	$	4.37
Up 200 basis points		12.74			(12.78	)		(0.04	)
Up 100 basis points		2.12			(6.39	)		(4.27	)
Up 75 basis points		0.26			(4.79	)		(4.53	)
Up 50 basis points		0.18			(3.20	)		(3.02	)
Up 25 basis points		0.09			(1.60	)		(1.51	)
Down 25 basis points		(0.08	)		1.05			0.97
Down 50 basis points		(0.15	)		1.05			0.90
Down 75 basis points		(0.22	)		1.05			0.83
Down 100 basis points		(0.29	)		1.05			0.76
Down 200 basis points		(0.57	)		1.05			0.48
Down 300 basis points		(0.84	)		1.05			0.21

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.

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ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2021. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings 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. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 25, 2021. 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.

Risks Relating to Our Business and Structure  

We are exposed to risks associated with changes in interest rates.

Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to suitable replacements for interbank offered rates (“IBORs”). On March 5 2021, the Financial Conduct Authority (“FCA”) and ICE Benchmark Authority formally announced the dates after which the LIBORs will no longer be representative and subsequently cease publication. The Alternative Reference Rates Committee confirmed that this announcement constitutes a “Benchmark Transition Event”.  The publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings will cease after December 31, 2021. The publication of the overnight, 1 month, 3 month, 6 month, and 12 months USD LIBOR settings will cease after June 30, 2023. The FCA plans to consult the market on creating “synthetic” 1 month, 3 month and 6 month rates for GBP and JPY LIBOR, to be published for a limited time. New York State legislation was signed into law to aid “tough legacy” LIBOR contracts. Other legislative solutions are being pursued at the Federal level, in the U.K., and in Europe. The U.S. federal banking agencies have also issued guidance encouraging banking and global organizations to cease reference to USD  LIBOR as soon as practicable and in any event by December 31, 2021. The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. However, the outbreak of COVID-19 may adversely impact the timing of many firms’ transition planning, and we continue to assess the potential impact of the COVID-19 outbreak on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR or alternative reference rates could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize one-week and two-month USD LIBOR terms or sterling, euro, Swiss franc and Japanese yen settings as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our

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overall financial condition or results of operations. As such, some or all of these credit agreements may bear a lower interest rate, which would adversely impact our financial condition or results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facilities. If we are unable to do so, amounts drawn under the Revolving Credit Facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our Units. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Advisory Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.

Interest rates in the United States are currently at historically low levels. Certain countries have experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility.  

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

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

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

Unit Issue Date	Units Issued		Proceeds Received
For the Three Months Ended March 31, 2020
January 29, 2020		509,491	$	50,226
March 30, 2020		1,246,165		124,445
Total capital drawdowns		1,755,656	$	174,671

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

Item 3. Defaults Upon Senior Securities.

Not applicable.

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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	Second Amended and Restated Limited Liability Company Agreement dated March 21, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-56502), filed on May 2, 2019).
10.1	First Commitment Increase Request, dated as of February 12, 2021, among Goldman Sachs Private Middle Market Credit II SPV II LLC, Goldman Sachs Private Middle Market Credit II LLC, , JPMorgan Chase Bank, National Association, as administrative agent for the lenders thereto and lender, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on February 17, 2021).
10.2	Amended and Restated Loan and Security Agreement, dated as of March 5, 2021, among Goldman Sachs Private Middle Market Credit II SPV II LLC, Goldman Sachs Private Middle Market Credit II LLC, JPMorgan Chase Bank, National Association, as administrative agent for the lenders thereunder and lender, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01307), filed on March 9, 2021).
31.1*	Certification of 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 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 Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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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: May 6, 2021	/s/ Brendan McGovern
	Brendan McGovern Chief Executive Officer and President (Principal Executive Officer)
Date: May 6, 2021	/s/ Joseph DiMaria
	Joseph DiMaria Interim Chief Financial Officer and Interim Treasurer (Principal Financial Officer)

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