Goldman Sachs Private Middle Market Credit II 10-Q 2021 Q3 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 September 30, 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 November 4, 2021 was 10,296,662.

GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 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	18
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	48
ITEM 4.	Controls and Procedures	49
PART II	OTHER INFORMATION	49
ITEM 1.	Legal Proceedings	49
ITEM 1A.	Risk Factors	49
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
ITEM 3.	Defaults Upon Senior Securities	52
ITEM 4.	Mine Safety Disclosures	52
ITEM 5.	Other Information	52
ITEM 6.	Exhibits	52
SIGNATURES		54

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2020 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ, from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. 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)

	September 30, 2021    (Unaudited)		December 31, 2020
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $1,912,698 and $1,171,340)	$	1,914,911	$	1,159,046
Cash		121,389		8,709
Receivable for investments sold		643		191
Receivable for common units sold		3,696		—
Interest and dividends receivable		14,483		7,148
Deferred financing costs		7,465		4,010
Other assets		590		564
Total assets	$	2,063,177	$	1,179,668
Liabilities
Debt	$	1,021,718	$	547,700
Interest and other debt expenses payable		6,515		1,821
Management fees payable		3,306		2,248
Incentive fees payable		16,260		—
Payable for investments purchased		203		30
Distribution payable		—		13,798
Accrued offering costs		—		218
Directors’ fees payable		92		5
Accrued expenses and other liabilities		1,636		828
Total liabilities	$	1,049,730	$	566,648
Commitments and contingencies (Note 7)
Members’ capital
Preferred units (0 units issued and outstanding)	$	—	$	—
Common units (10,296,662 and 6,427,515 units issued and outstanding as of September 30, 2021 and December 31, 2020)		1,001,823		625,491
Distributable earnings		11,624		(12,471	)
Total members’ capital	$	1,013,447	$	613,020
Total liabilities and members’ capital	$	2,063,177	$	1,179,668
Net asset value per unit	$	98.42	$	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						For the Nine Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	38,577		$	14,567		$	96,004		$	35,175
Other income		591			869			1,590			1,108
From non-controlled affiliated investments:
Dividend income		—			—			—			31
Total investment income	$	39,168		$	15,436		$	97,594		$	36,314
Expenses:
Interest and other debt expenses	$	9,109		$	1,839		$	22,529		$	5,885
Management fees		3,306			1,877			8,240			4,483
Incentive fees		4,501			—			16,260			—
Offering costs		—			220			—			677
Professional fees		262			191			1,046			473
Directors’ fees		91			93			271			272
Other general and administrative expenses		543			398			1,668			1,019
Total expenses	$	17,812		$	4,618		$	50,014		$	12,809
Net investment income	$	21,356		$	10,818		$	47,580		$	23,505
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	93		$	—		$	122		$	—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		4,173			8,663			14,508			(14,246	)
Net realized and unrealized gains (losses)	$	4,266		$	8,663		$	14,630		$	(14,246	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		(117	)		(70	)		(106	)		(70	)
Net increase in members’ capital from operations	$	25,505		$	19,411		$	62,104		$	9,189
Weighted average units outstanding		8,437,071			5,463,738			7,117,107			4,158,080
Net investment income per unit (basic and diluted)	$	2.53		$	1.98		$	6.69		$	5.65
Earnings per unit (basic and diluted)	$	3.02		$	3.55		$	8.73		$	2.21

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						For the Nine Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Members’ capital at beginning of period	$	742,211		$	415,422		$	613,020		$	227,925
Increase in members’ capital from operations:
Net investment income	$	21,356		$	10,818		$	47,580		$	23,505
Net realized gain		93			—			122			—
Net change in unrealized appreciation (depreciation)		4,173			8,663			14,508			(14,246	)
(Provision) benefit for unrealized appreciation/depreciation on investments		(117	)		(70	)		(106	)		(70	)
Net increase in members’ capital from operations	$	25,505		$	19,411		$	62,104		$	9,189
Distributions to unitholders from:
Distributable earnings	$	(19,915	)	$	(7,300	)	$	(38,009	)	$	(13,144	)
Total distributions to unitholders	$	(19,915	)	$	(7,300	)	$	(38,009	)	$	(13,144	)
Capital transactions:
Issuance of units	$	265,646		$	156,758		$	376,332		$	360,321
Net increase in members’ capital from capital transactions	$	265,646		$	156,758		$	376,332		$	360,321
Total increase in members’ capital	$	271,236		$	168,869		$	400,427		$	356,366
Members’ capital at end of period	$	1,013,447		$	584,291		$	1,013,447		$	584,291
Distributions declared per unit	$	2.64		$	1.67		$	5.46		$	3.11

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 Nine Months Ended
	September 30, 2021			September 30, 2020
Cash flows from operating activities:
Net increase (decrease) in Members’ Capital from operations:	$	62,104		$	9,189
Adjustments to reconcile net increase (decrease) in Members’ Capital from operations to net    cash provided by (used for) operating activities:
Purchases of investments		(1,027,118	)		(416,779	)
Payment-in-kind interest capitalized		(3,636	)		(74	)
Proceeds from sales of investments and principal repayments		297,851			31,277
Net realized (gain) loss on investments		(122	)		—
Net change in unrealized (appreciation) depreciation on investments		(14,508	)		14,246
Amortization of premium and accretion of discount, net		(8,310	)		(1,702	)
Amortization of deferred financing costs		2,655			1,231
Amortization of deferred offering costs		—			677
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(452	)		(281	)
(Increase) decrease in receivable for common units sold		(3,696	)		148
(Increase) decrease in interest and dividends receivable		(7,335	)		(2,998	)
(Increase) decrease in other assets		(26	)		(604	)
Increase (decrease) in interest and other debt expenses payable		4,870			59
Increase (decrease) in management fees payable		1,058			1,199
Increase (decrease) in incentive fees payable		16,260			—
Increase (decrease) in payable for investments purchased		173			—
Increase (decrease) in directors’ fees payable		87			90
Increase (decrease) in accrued expenses and other liabilities		808			829
Net cash provided by (used for) operating activities	$	(679,337	)	$	(363,493	)
Cash flows from financing activities:
Proceeds from issuance of common units	$	376,332		$	360,321
Offering costs paid		(240	)		(291	)
Distributions paid		(51,807	)		(17,729	)
Financing costs paid		(6,286	)		(2,979	)
Borrowings on debt		1,419,168			424,800
Repayments of debt		(945,150	)		(359,100	)
Net cash provided by (used for) financing activities	$	792,017		$	405,022
Net increase (decrease) in cash		112,680			41,529
Cash, beginning of period		8,709			6,605
Cash, end of period	$	121,389		$	48,134
Supplemental and non-cash activities
Interest expense paid	$	14,010		$	4,105

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 September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt  - 185.53%
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	6.50%	L + 5.50%	1.00%	11/06/26	$	8,655	$	8,542		$	8,525		(1) (2) (3)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	6.95%	CDN P + 4.50%		11/06/26	CAD	128		101			95		(1) (2) (3)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services		L + 5.50%	1.00%	11/06/26		1,059		(14	)		(16	)	(1) (2) (3) (4)
3SI Security Systems, Inc.	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	06/16/23		2,145		2,134			2,134		(2) (5)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27		14,853		14,514			14,519		(2) (3)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27		1,100		140			140		(2) (3) (4)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		L + 6.25%	1.00%	03/10/27		2,759		(31	)		(62	)	(2) (3) (4)
Acquia, Inc.	Software	8.00%	L + 7.00%	1.00%	10/31/25		24,940		24,493			24,566		(2) (3) (5)
Acquia, Inc.	Software	8.00%	L + 7.00%	1.00%	10/31/25		1,933		123			126		(2) (3) (4) (5)
Apptio, Inc.	IT Services	8.25%	L + 7.25%	1.00%	01/10/25		26,813		26,116			26,813		(2) (5)
Apptio, Inc.	IT Services		L + 7.25%	1.00%	01/10/25		769		285			308		(2) (4) (5)
AQ Helios Buyer, Inc. (aka SurePoint)	Software	8.00%	L + 7.00%	1.00%	07/01/26		29,120		28,562			28,538		(3)
AQ Helios Buyer, Inc. (aka SurePoint)	Software	8.00%	L + 7.00%	1.00%	07/01/26		4,160		420			416		(3) (4)
AQ Helios Buyer, Inc. (aka SurePoint)	Software		L + 7.00%	1.00%	07/01/26		10,510		—			—		(3) (4)
Aria Systems, Inc.	Diversified Financial Services	8.00%	L + 7.00%	1.00%	06/30/26		15,062		14,846			14,874		(2) (3)
Aria Systems, Inc.	Diversified Financial Services		L + 7.00%	1.00%	06/30/26		3,780		—			(47	)	(2) (3) (4)
Assembly Intermediate LLC	Diversified Consumer Services		L + 7.00%	1.00%	10/19/27		39,908		—			—		(3) (4)
Assembly Intermediate LLC	Diversified Consumer Services		L + 7.00%	1.00%	10/19/27		9,977		—			—		(3) (4)
Assembly Intermediate LLC	Diversified Consumer Services		L + 7.00%	1.00%	10/19/27		3,991		—			—		(3) (4)
Broadway Technology, LLC	Diversified Financial Services	7.50%	L + 6.50%	1.00%	01/08/26		24,079		23,657			23,597		(2) (3)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		13,736		13,524			13,599		(2) (3) (5)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		635		626			629		(2) (3) (5)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		285		281			282		(2) (3) (5)
Bullhorn, Inc.	Professional Services	6.75%	L + 5.75%	1.00%	09/30/26		227		224			225		(2) (3) (5)
Bullhorn, Inc.	Professional Services		L + 5.75%	1.00%	09/30/26		693		(10	)		(7	)	(2) (3) (4) (5)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services	7.50%	L + 6.50%	1.00%	10/01/26		40,334		39,640			39,930		(2) (3)
Capitol Imaging Acquisition Corp.	Health Care Providers & Services		L + 6.50%	1.00%	10/01/25		9,170		(149	)		(92	)	(2) (3) (4)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		16,654		16,488			16,446		(2) (3) (5)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		1,785		1,774			1,762		(2) (3) (5)
CFS Management, LLC (dba Center for Sight Management)	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/01/24		4,563		1,312			1,312		(2) (3) (4)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		18,407		12,151			12,375		(2) (3) (4)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,296		10,079			10,296		(2) (3)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		10,267		10,096			10,267		(2) (3) (5)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services	7.00%	L + 6.00%	1.00%	11/14/25		4,323		4,249			4,323		(2) (3) (5)
Chronicle Bidco Inc. (dba Lexitas)	Professional Services		L + 6.00%	1.00%	11/14/25		1,320		(18	)		—		(2) (3) (4) (5)
CivicPlus LLC	Software	7.00%	L + 6.25%	0.75%	08/24/27		5,700		5,588			5,586		(3)
CivicPlus LLC	Software		L + 6.25%	0.75%	08/24/27		537		(11	)		(11	)	(3) (4)
CivicPlus LLC	Software		L + 6.25%	0.75%	08/24/27		2,680		(26	)		(27	)	(3) (4)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Mgmt. & Development	11.00%	L + 9.50% (incl. 2.00% PIK)	1.50%	08/30/24		29,294		28,951			22,850		(2) (3) (5)
Convene 237 Park Avenue, LLC (dba Convene)	Real Estate Mgmt. & Development	11.00%	L + 9.50% (incl. 2.00% PIK)	1.50%	08/30/24		8,616		8,509			6,721		(2) (3) (5)

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

8

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
CORA Health Holdings Corp	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	06/15/27	$	20,663	$	20,367		$	20,405		(2) (3)
CORA Health Holdings Corp	Health Care Providers & Services		L + 5.75%	1.00%	06/15/27		8,092		(58	)		(101	)	(2) (3) (4)
Cordeagle US Finco, Inc. (aka Condeco)	Software	7.75%	L + 6.75%	1.00%	07/30/27		14,545		14,261			14,254		(1) (3)
Cordeagle US Finco, Inc. (aka Condeco)	Software		L + 6.75%	1.00%	07/30/27		2,238		(44	)		(45	)	(1) (3) (4)
CorePower Yoga LLC	Diversified Consumer Services	8.00%	L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		9,259		9,156			7,708		(2) (3) (5)
CorePower Yoga LLC	Diversified Consumer Services		L + 7.00% (incl. 5.00% PIK)	1.00%	05/14/25		633		(7	)		(106	)	(2) (3) (4) (5)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	10/03/25		16,838		16,649			16,754		(2) (3) (5)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	10/27/25		13,855		13,589			13,786		(2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services		L + 6.00%	1.00%	10/03/25		1,291		(14	)		(6	)	(2) (3) (4) (5)
DECA Dental Holdings LLC	Health Care Providers & Services	6.50%	L + 5.75%	0.75%	08/28/28		19,658		19,270			19,265		(3)
DECA Dental Holdings LLC	Health Care Providers & Services		L + 5.75%	0.75%	08/26/27		1,552		(31	)		(31	)	(3) (4)
DECA Dental Holdings LLC	Health Care Providers & Services		L + 5.75%	0.75%	08/28/28		6,725		(66	)		(67	)	(3) (4)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		20,872		20,457			21,028		(2) (3) (5)
Diligent Corporation	Professional Services	6.75%	L + 5.75%	1.00%	08/04/25		12,935		12,818			12,838		(2) (3)
Diligent Corporation	Professional Services	6.75%	L + 5.75%	1.00%	08/04/25		8,786		8,708			8,720		(2) (3)
Diligent Corporation	Professional Services	7.25%	L + 6.25%	1.00%	08/04/25		5,106		1,002			1,139		(2) (3) (4) (5)
Diligent Corporation	Professional Services		L + 6.25%	1.00%	08/04/25		3,503		(49	)		26		(2) (3) (4) (5)
Elemica Parent, Inc.	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		3,556		3,494			3,468		(2) (3)
Elemica Parent, Inc.	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		1,389		1,353			1,354		(2) (3)
Elemica Parent, Inc.	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		695		681			677		(2) (3)
Elemica Parent, Inc.	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		519		506			506		(2) (3)
Elemica Parent, Inc.	Chemicals	7.00%	L + 6.00%	1.00%	09/18/25		470		255			251		(2) (3) (4)
Elemica Parent, Inc.	Chemicals		L + 6.00%	1.00%	09/18/25		350		(4	)		(9	)	(2) (3) (4)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		6,318		6,248			6,239		(2) (3) (5)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		2,972		2,923			2,934		(2) (3)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		2,722		2,689			2,688		(2) (3) (5)
Eptam Plastics, Ltd.	Health Care Equipment & Supplies	6.50%	L + 5.50%	1.00%	12/06/25		1,365		531			529		(2) (3) (4) (5)
ESO Solutions, Inc	Health Care Technology	8.00%	L + 7.00%	1.00%	05/03/27		36,294		35,603			35,659		(2) (3)
ESO Solutions, Inc	Health Care Technology		L + 7.00%	1.00%	05/03/27		3,292		(61	)		(58	)	(2) (3) (4)
Experity, Inc.	Health Care Technology	6.25%	L + 5.50%	0.75%	07/22/27		34,262		34,099			34,094		(3)
Experity, Inc.	Health Care Technology		L + 5.50%	0.75%	07/22/27		3,023		(14	)		(15	)	(3) (4)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure	6.75%	L + 5.75% (incl. 0.25% PIK)	1.00%	08/21/23		8,776		8,729			8,732		(2) (5)
FWR Holding Corporation (dba First Watch Restaurants)	Hotels, Restaurants & Leisure		L + 5.75% (incl. 0.25% PIK)	1.00%	08/21/23		122		(1	)		(1	)	(2) (4) (5)
Gainsight, Inc.	Software	7.00%	L + 6.25%	0.75%	07/30/27		27,600		27,128			27,117		(3)
Gainsight, Inc.	Software		L + 6.25%	0.75%	07/30/27		4,830		(82	)		(85	)	(3) (4)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	9.00%	L + 7.00%	2.00%	06/24/25		13,895		13,659			13,652		(2) (3)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology	9.00%	L + 7.00%	2.00%	06/24/25		2,606		2,388			2,385		(2) (3) (4)
GHA Buyer Inc. (dba Cedar Gate)	Health Care Technology		L + 7.00%	2.00%	06/24/25		1,749		(29	)		(31	)	(2) (3) (4)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	7.25%	L + 6.25%	1.00%	01/29/27		26,642		26,033			25,976		(3)
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software	7.00%	L + 6.00%	1.00%	01/29/27		3,460		2,036			2,003		(3) (4)

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

9

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
GovDelivery Holdings, LLC (dba Granicus, Inc.)	Software		L + 6.25%	1.00%	01/29/27	$	2,337	$	(31	)	$	(58	)	(3) (4)
Governmentjobs.com, Inc. (dba NeoGov)	Software	8.00%	L + 7.00%	1.00%	02/05/26		34,208		33,611			34,294		(2) (3)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%	1.00%	02/05/26		33,643		33,126			33,138		(2) (3) (5)
Governmentjobs.com, Inc. (dba NeoGov)	Software	7.50%	L + 6.50%	1.00%	02/05/26		4,486		271			269		(2) (3) (4) (5)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/22/26		8,938		8,807			8,871		(3)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/22/26		7,467		7,355			7,411		(3)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services	6.75%	L + 5.75%	1.00%	05/22/26		631		628			627		(3)
GS AcquisitionCo, Inc. (dba Insightsoftware)	Diversified Financial Services		L + 5.75%	1.00%	05/22/26		914		(13	)		(7	)	(3) (4)
Heartland Home Services	Diversified Consumer Services		L + 6.00%	1.00%	12/15/26		13,624		(66	)		(136	)	(2) (3) (4)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		17,781		17,500			17,603		(2) (3)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.00%	L + 6.00%	1.00%	12/15/26		7,372		7,340			7,298		(2) (3)
Helios Buyer, Inc. (dba Heartland)	Diversified Consumer Services	7.06%	L + 6.00%	1.00%	12/15/26		2,309		1,899			1,917		(2) (3) (4)
Honor HN Buyer, Inc	Health Care Providers & Services		L + 6.00%	1.00%	10/15/27		23,370		—			—		(3) (4)
Honor HN Buyer, Inc	Health Care Providers & Services		L + 6.00%	1.00%	10/15/27		12,776		—			—		(3) (4)
Honor HN Buyer, Inc	Health Care Providers & Services		L + 6.00%	1.00%	10/15/27		2,554		—			—		(3) (4)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.00%	L + 6.00%	1.00%	10/23/26		32,414		31,925			32,090		(1) (2) (3)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.00%	L + 6.00%	1.00%	10/23/26		10,393		10,291			10,289		(1) (2) (3)
HowlCO LLC (dba Lone Wolf)	Real Estate Mgmt. & Development	7.00%	L + 6.00%	1.00%	10/23/26		9,943		9,861			9,843		(1) (2) (3)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure	7.75%	L + 6.75%	1.00%	07/09/25		26,821		26,548			25,882		(2) (3) (5)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	Hotels, Restaurants & Leisure		L + 6.75%	1.00%	07/09/25		2,186		(21	)		(76	)	(2) (3) (4) (5)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		22,611		22,250			22,611		(2) (3)
iCIMS, Inc.	Software	7.50%	L + 6.50%	1.00%	09/12/24		22,131		21,581			22,131		(2) (5)
iCIMS, Inc.	Software		L + 6.50%	1.00%	09/12/24		369		358			369		(2) (5)
Instructure Holdings	Diversified Consumer Services	6.50%	L + 5.50%	1.00%	03/24/26		29,918		29,623			29,918		(2) (3) (5)
Instructure Holdings	Diversified Consumer Services	6.50%	L + 5.50%	1.00%	03/24/26		6,396		6,198			6,396		(2) (3)
Instructure Holdings	Diversified Consumer Services		L + 5.50%	1.00%	03/24/26		3,690		(35	)		—		(2) (3) (4) (5)
Internet Truckstop Group, LLC (dba Truckstop)	Transportation Infrastructure	6.75%	L + 5.75%	1.00%	04/02/25		39,800		38,921			39,502		(2) (3)
Mailgun Technologies, Inc.	Interactive Media & Services	6.00%	L + 5.00%	1.00%	03/26/25		19,892		19,623			19,892		(2) (3) (5)
Mailgun Technologies, Inc.	Interactive Media & Services	6.00%	L + 5.00%	1.00%	03/26/25		18,761		18,414			18,761		(2) (3)
Mailgun Technologies, Inc.	Interactive Media & Services		L + 5.00%	1.00%	03/26/25		1,263		—			—		(2) (3) (4) (5)
MedeAnalytics, Inc.	Health Care Technology	7.50%	L + 6.50%	1.00%	10/09/26		40,758		39,697			40,146		(2) (3)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology	7.25%	L + 6.25%	1.00%	09/15/27		66,589		59,103			59,096		(3) (4)
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	Health Care Technology		L + 6.25%	1.00%	09/15/27		5,374		(107	)		(107	)	(3) (4)
MRI Software LLC	Real Estate Mgmt. & Development	6.50%	L + 5.50%	1.00%	02/10/26		23,025		22,670			22,938		(5)
MRI Software LLC	Real Estate Mgmt. & Development	6.50%	L + 5.50%	1.00%	02/10/26		16,385		16,260			16,324		(5)
MRI Software LLC	Real Estate Mgmt. & Development		L + 5.50%	1.00%	02/10/26		286		(4	)		(1	)	(4) (5)
MRI Software LLC	Real Estate Mgmt. & Development		L + 5.50%	1.00%	02/10/26		1,143		(8	)		(4	)	(4) (5)
MRI Software LLC	Real Estate Mgmt. & Development		L + 5.50%	1.00%	02/10/26		1,840		(60	)		(7	)	(4) (5)
One GI LLC	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		21,245		20,871			21,245		(2) (3)
One GI LLC	Health Care Providers & Services	8.00%	L + 7.00%	1.00%	12/22/25		8,833		8,680			8,833		(2) (3)

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 September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
One GI LLC	Health Care Providers & Services		L + 7.00%	1.00%	12/22/25	$	2,300	$	(39	)	$	—		(2) (3) (4)
Picture Head Midco LLC	Entertainment	8.25%	L + 7.25% (incl. 0.50% PIK)	1.00%	08/31/23		19,755		19,466			18,817		(2) (3) (5)
Pluralsight, Inc	Professional Services	9.00%	L + 8.00%	1.00%	04/06/27		68,747		67,449			67,372		(2) (3)
Pluralsight, Inc	Professional Services		L + 8.00%	1.00%	04/06/27		4,600		(85	)		(92	)	(2) (3) (4)
Premier Care Dental Management, LLC	Health Care Providers & Services	6.50%	L + 5.75%	0.75%	08/05/28		17,077		16,741			16,735		(3)
Premier Care Dental Management, LLC	Health Care Providers & Services		L + 5.75%	0.75%	08/05/28		9,231		(45	)		(46	)	(3) (4)
Premier Care Dental Management, LLC	Health Care Providers & Services		L + 5.75%	0.75%	08/05/27		2,769		(54	)		(55	)	(3) (4)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	01/02/25		16,404		16,237			16,158		(2) (3) (5)
Premier Imaging, LLC (dba Lucid Health)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	01/02/25		4,580		4,520			4,511		(2) (3)
Project Eagle Holdings, LLC (dba Exostar)	Aerospace & Defense	7.75%	L + 6.75%	1.00%	07/06/26		40,606		39,756			39,794		(3) (5)
Project Eagle Holdings, LLC (dba Exostar)	Aerospace & Defense		L + 6.75%	1.00%	07/06/26		3,418		(68	)		(68	)	(3) (4) (5)
Prophix Software Inc.(dba Pound Bidco)	Diversified Financial Services	7.50%	L + 6.50%	1.00%	01/30/26		17,147		16,843			17,147		(1) (2) (3)
Prophix Software Inc.(dba Pound Bidco)	Diversified Financial Services		L + 6.50%	1.00%	01/30/26		3,118		(54	)		—		(1) (2) (3) (4)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors	6.50%	L + 5.50%	1.00%	10/15/25		18,365		18,297			18,319		(3) (5)
PT Intermediate Holdings III, LLC (dba Parts Town)	Trading Companies & Distributors		L + 5.50%	1.00%	10/15/25		1,115		(5	)		(3	)	(3) (4)
Purfoods, LLC	Health Care Providers & Services	7.00%	L + 6.00%	1.00%	08/12/26		24,354		23,892			24,354		(2) (3) (5)
Purfoods, LLC	Health Care Providers & Services	7.00%	L + 6.00%	1.00%	08/12/26		16,400		7,955			8,200		(2) (3) (4) (5)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	6.75%	L + 5.75%	1.00%	06/21/25		13,704		13,533			13,533		(2) (3)
Riverpoint Medical, LLC	Health Care Equipment & Supplies	5.50%	L + 4.50%	1.00%	06/21/25		9,710		9,654			9,588		(2) (3) (5)
Riverpoint Medical, LLC	Health Care Equipment & Supplies		L + 4.50%	1.00%	06/21/25		1,806		(6	)		(23	)	(2) (3) (4) (5)
Rodeo Buyer Company (dba Absorb Software)	Professional Services	7.25%	L + 6.25%	1.00%	05/25/27		19,155		18,790			18,771		(1) (2) (3)
Rodeo Buyer Company (dba Absorb Software)	Professional Services		L + 6.25%	1.00%	05/25/27		3,065		(58	)		(61	)	(1) (2) (3) (4)
StarCompliance Intermediate, LLC	Diversified Financial Services	7.75%	L + 6.75%	1.00%	01/12/27		14,400		14,140			14,112		(2) (3)
StarCompliance Intermediate, LLC	Diversified Financial Services		L + 6.75%	1.00%	01/12/27		2,300		(41	)		(46	)	(2) (3) (4)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software	7.75%	L + 6.75%	1.00%	07/02/27		37,327		36,766			36,748		(3)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software		L + 6.75%	1.00%	07/02/27		4,479		(67	)		(69	)	(3) (4)
Sundance Group Holdings, Inc. (dba NetDocuments)	Software		L + 6.75%	1.00%	07/02/27		11,198		(83	)		(87	)	(3) (4)
Sunstar Insurance Group, LLC	Insurance	6.75%	L + 5.75%	1.00%	10/09/26		12,166		11,956			12,044		(2) (3)
Sunstar Insurance Group, LLC	Insurance	6.75%	L + 5.75%	1.00%	10/09/26		7,702		7,572			7,625		(2) (3)
Sunstar Insurance Group, LLC	Insurance	6.75%	L + 5.75%	1.00%	10/09/26		340		72			72		(2) (3) (4)
Sunstar Insurance Group, LLC	Insurance		L + 5.75%	1.00%	10/09/26		2,496		(42	)		(25	)	(2) (3) (4)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering	9.00%	L + 8.00%	1.00%	08/31/27		40,688		39,802			40,688		(2) (3)
Superman Holdings, LLC (dba Foundation Software)	Construction & Engineering		L + 8.00%	1.00%	08/31/26		5,134		(106	)		—		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		26,336		25,870			26,072		(2) (3)
Sweep Purchaser LLC	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		8,361		8,211			8,277		(2) (3)
Sweep Purchaser LLC	Commercial Services & Supplies	6.75%	L + 5.75%	1.00%	11/30/26		6,704		5,597			5,645		(2) (3) (4)
Sweep Purchaser LLC	Commercial Services & Supplies	7.61%	L + 5.75%	1.00%	11/30/26		4,201		1,272			1,302		(2) (3) (4)
Syntellis Performance Solutions, LLC (dba Axiom)	Health Care Technology	8.00%	L + 7.00%	1.00%	08/02/27		37,855		36,862			36,814		(2) (3) (5)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	6.75%	L + 5.75%	1.00%	08/15/25		16,775		16,563			16,523		(2) (3) (5)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services		L + 5.75%	1.00%	08/15/25		3,953		3,898			3,893		(2) (3) (5)

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 September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	Health Care Providers & Services	8.00%	P + 4.75%	1.00%	08/15/25	$	2,361	$	326		$	319		(2) (3) (4) (5)
Thrasio, LLC	Internet & Direct Marketing Retail	8.00%	L + 7.00%	1.00%	12/18/26		27,485		27,105			27,485		(2) (3)
Thrasio, LLC	Internet & Direct Marketing Retail	8.00%	L + 7.00%	1.00%	12/18/26		9,227		9,013			9,227		(2) (3)
Thrasio, LLC	Internet & Direct Marketing Retail		L + 7.00%	1.00%	12/18/26		13,604		(68	)		—		(2) (3) (4)
Total Vision LLC	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/15/26		4,610		2,238			2,259		(3) (4)
Total Vision LLC	Health Care Providers & Services	6.50%	L + 5.50%	1.00%	07/15/26		2,304		2,260			2,258		(3)
Total Vision LLC	Health Care Providers & Services		L + 5.50%	1.00%	07/15/26		1,150		(22	)		(23	)	(3) (4)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	6.25%	L + 5.25%	1.00%	12/21/26		20,292		19,930			20,089		(2) (3)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services	6.25%	L + 5.25%	1.00%	12/21/26		7,032		1,575			1,582		(2) (3) (4)
USN Opco LLC (dba Global Nephrology Solutions)	Health Care Providers & Services		L + 5.25%	1.00%	12/21/26		2,812		(49	)		(28	)	(2) (3) (4)
Viant Medical Holdings, Inc.	Health Care Equipment & Supplies	7.25%	L + 6.25%	1.00%	07/02/25		19,048		18,818			18,953		(3) (5)
Volt Bidco, Inc. (aka Power Factors)	Independent Power and Renewable Electricity Producers	7.50%	L + 6.50%	1.00%	08/11/27		20,700		20,294			20,286		(3)
Volt Bidco, Inc. (aka Power Factors)	Independent Power and Renewable Electricity Producers		L + 6.50%	1.00%	08/11/27		2,375		—			—		(3) (4)
Volt Bidco, Inc. (aka Power Factors)	Independent Power and Renewable Electricity Producers		L + 6.50%	1.00%	08/11/27		1,979		(39	)		(40	)	(3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.25%	L + 5.50%	0.75%	06/29/27		25,687		25,314			25,302		(3)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies	6.25%	L + 5.50%	0.75%	06/29/27		4,292		258			255		(3) (4)
VRC Companies, LLC (dba Vital Records Control)	Commercial Services & Supplies		L + 5.50%	0.75%	06/29/27		858		(12	)		(13	)	(3) (4)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		12,701		12,541			12,574		(2) (3) (5)
WebPT, Inc.	Health Care Technology	7.75%	L + 6.75%	1.00%	08/28/24		1,323		381			384		(2) (3) (4) (5)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services	6.50%	L + 5.50%	1.00%	01/20/27		18,554		18,218			18,554		(2) (3)
Wellness AcquisitionCo, Inc. (dba SPINS)	IT Services		L + 5.50%	1.00%	01/20/27		2,400		(43	)		-		(2) (3) (4)
WorkForce Software, LLC	Software	6.50%	L + 5.50%	1.00%	07/31/25		11,245		11,065			11,020		(2) (3) (5)
WorkForce Software, LLC	Software		L + 5.50%	1.00%	07/31/25		8,647		8,488			8,474		(2) (3)
WorkForce Software, LLC	Software	7.50%	L + 6.50%	1.00%	07/31/25		980		508			503		(2) (3) (4) (5)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	7.50%	L + 6.50%	1.00%	07/01/27		32,260		31,640			31,615		(3)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	7.50%	L + 6.50%	1.00%	07/01/27		25,350		24,850			24,843		(3)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		L + 6.50%	1.00%	07/01/27		6,145		(119	)		(123	)	(3) (4)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology	8.50%	L + 7.50%	1.00%	12/21/26		46,540		45,429			45,493		(2) (3)
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology	8.50%	L + 7.50%	1.00%	12/22/25		7,000		4,509			4,509		(2) (3) (4)
Total 1st Lien/Senior Secured Debt									1,879,773			1,880,218
2nd Lien/Senior Secured Debt 1.52%
Zep Inc.	Chemicals	9.25%	L + 8.25%	1.00%	08/11/25	$	15,773	$	15,736		$	15,418		(3)
Total 2nd Lien/Senior Secured Debt									15,736			15,418

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 September 30, 2021

(in thousands, except unit and per unit amounts)

(Unaudited)

Investment #	Industry	Initial Acquisition Date(6)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock  - 1.12%
Broadway Parent, LLC	Diversified Financial Services	01/25/21		3,700,000	$	3,718	$	3,982	(2) (3) (7)
Diligent Corporation	Professional Services	04/06/21		4,400		4,290		4,569	(2) (3) (7)
Foundation Software	Construction & Engineering	08/31/20		912		912		1,004	(2) (3) (7)
MedeAnalytics, Inc.	Health Care Technology	10/09/20		1,825,100		1,825		1,807	(2) (3) (7)
Total Preferred Stock						10,745		11,362
Common Stock  - 0.78%
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	03/10/21		26,555	$	2,656	$	2,709	(2) (3) (7)
Exostar LLC - Class B	Aerospace & Defense	07/06/20		1,424,165		—		1,068	(2) (3) (7)
Foundation Software - Class B	Construction & Engineering	08/31/20		490,234		—		348	(2) (3) (7)
Total Vision LLC	Health Care Providers & Services	07/15/21		65,714		1,150		1,150	(3) (7)
Volt Bidco, Inc. (aka Power Factors)	Independent Power and Renewable Electricity Producers	08/12/21		2,638		2,638		2,638	(3) (7)
Total Common Stock						6,444		7,913
Total Investments  - 188.95%					$	1,912,698	$	1,914,911

(+)	Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L") 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 September 30, 2021, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.24%, 0.16%, 0.13%, 0.11%, 0.08% and 0.07%, respectively. As of September 30, 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 September 30, 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)	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 September 30, 2021 the aggregate fair value of these securities is $110,892 or 5.37% of the Company’s total assets.
(2)	The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.
(3)	Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.
(4)	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)	Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of September 30, 2021, the aggregate fair value of these securities is $19,275 or 1.90% of the Company's net assets. The initial acquisition dates have been included for such securities.
(7)	Non-income producing security.
PIK -	Payment-In-Kind

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)

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

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

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

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

15

Goldman Sachs Private Middle Market Credit II LLC

Consolidated Schedule of Investments as of December 31, 2020

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

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

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

16

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/ Shares (++)		Cost			Fair Value			Footnotes
Zodiac Intermediate, LLC (dba Zipari)	Health Care Technology		L + 7.50%	1.00%	12/22/25	$	7,000	$	(185	)	$	(186	)	(1) (3)
Total 1st Lien/Senior Secured Debt									1,167,691			1,154,973
Investment	Industry				Initial Acquisition Date(6)	Par/ Shares (++)			Cost			Fair Value		Footnotes
Preferred Stock  - 0.60%
Exostar LLC - Class A	Aerospace & Defense				07/06/20		911	$	912		$	952		(1) (4) (7)
Foundation Software	Construction & Engineering				08/31/20		912		912			939		(1) (4) (7)
MedeAnalytics, Inc.	Health Care Technology				10/09/20		1,825,100		1,825			1,825		(1)
Total Preferred Stock									3,649			3,716
Common Stock  - 0.06%
Exostar LLC - Class B	Aerospace & Defense				07/06/20		1,424,165		—			342		(1) (4) (7)
Foundation Software - Class B	Construction & Engineering				08/31/20		490,234		—			15		(1) (4) (7)
Total Common Stock									—			357
Total Investments - 189.07%								$	1,171,340		$	1,159,046

⁽⁺⁾ 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%. 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 have been included for such securities.

⁽⁷⁾ Non-income producing security.

PIK - Payment-In-Kind

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

17

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.

18

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 and nine months ended September 30, 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”), PMMC II Blocker IV LLC and PMMC II Blocker V 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				For the Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Prepayment premiums	$	581	$	—	$	1,122	$	—
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	1,699	$	30	$	4,259	$	347

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.

19

Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 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 Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process;

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

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

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

20

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 September 30, 2021 and December 31, 2020, the Company held $121,389 and $8,709 in cash. Foreign currency of $19 and $0 (acquisition cost of $19 and $0) is included in cash as of September 30, 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 Unitholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s Unitholders and will not be reflected in the consolidated financial statements of the Company.

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

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

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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 Statements 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 and nine months ended September 30, 2021, Management Fees amounted to $3,306 and $8,240. As of September 30, 2021, $3,306 remained payable. For the three and nine months ended September 30, 2020, Management Fees amounted to $1,877 and $4,483.

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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 and nine months ended September 30, 2021, the Company accrued unvested Incentive Fees of $4,501 and $16,260. As of September 30, 2021, $16,260 remained payable in accordance with the terms of the Investment Advisory Agreement. For the three and nine months ended September 30, 2020, the Company did not accrue unvested Incentive Fees.

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

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incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and nine months ended September 30, 2021 and September 30, 2020, there have been no reimbursements from the Investment Adviser pursuant to this provision.

Administration and Custodian Fees

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

For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Administrator and the Custodian of $259 and $705. As of September 30, 2021, $379 remained payable. For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $185 and $434.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and nine months ended September 30, 2021, the Company incurred expenses for services provided by the Transfer Agent of $39 and $125. As of September 30, 2021, $57 remained payable. For the three and nine months ended September 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $29 and $81.

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 Nine Months Ended September 30, 2021
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	182,109	$	(182,109	)	$	—	$	—	$	—	$	—	(3)
Total Non-Controlled Affiliates	$	—	$	182,109	$	(182,109	)	$	—	$	—	$	—	$	—	(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 $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 September 30, 2021 and December 31, 2020, there were $422 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 Unitholders and do not involve overreaching in respect of the Company or its Unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s Unitholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and investment portfolios of the aforementioned funds and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.

4. INVESTMENTS

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

	September 30, 2021				December 31, 2020
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	1,879,773	$	1,880,218	$	1,167,691	$	1,154,973
2nd Lien/Senior Secured Debt		15,736		15,418		—		—
Preferred Stock		10,745		11,362		3,649		3,716
Common Stock		6,444		7,913		—		357
Total investments	$	1,912,698	$	1,914,911	$	1,171,340	$	1,159,046

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

	September 30, 2021						December 31, 2020
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Software		16.4	%		31.1	%		18.6	%		35.2	%
Health Care Technology		15.0			28.3			13.2			24.9
Health Care Providers & Services		12.9			24.4			11.8			22.3
Professional Services		10.2			19.2			7.0			13.2
Real Estate Mgmt. & Development		9.3			17.5			6.5			12.3
Diversified Consumer Services		5.3			10.0			11.3			21.3
Diversified Financial Services		4.7			8.9			1.1			2.1
Commercial Services & Supplies		3.6			6.8			4.4			8.3
Health Care Equipment & Supplies		2.8			5.4			3.1			5.8
IT Services		2.4			4.5			4.0			7.6
Construction & Engineering		2.2			4.2			3.1			5.9
Aerospace & Defense		2.1			4.0			3.6			6.7
Transportation Infrastructure		2.1			3.9			—			—
Interactive Media & Services		2.0			3.8			1.7			3.3
Internet & Direct Marketing Retail		1.9			3.6			1.2			2.2
Hotels, Restaurants & Leisure		1.8			3.4			3.5			6.7
Independent Power and Renewable Electricity Producers		1.2			2.3			—			—
Chemicals		1.1			2.1			0.4			0.8
Insurance		1.0			1.9			2.0			3.9
Entertainment		1.0			1.9			1.5			2.9
Trading Companies & Distributors		1.0			1.8			1.4			2.6
Road & Rail		—			—			0.6			1.1
Total		100.0	%		189.0	%		100.0	%		189.1	%

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

Geographic	September 30, 2021			December 31, 2020
United States		97.7	%		99.3	%
Canada		2.3			0.7
Total		100.0	%		100.0	%

5. FAIR VALUE MEASUREMENT

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

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

Basis of Fair Value Measurement

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

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

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

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

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

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

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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 as of September 30, 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.

Level 3 Instruments	Fair Value(1)(2)		Valuation Techniques(3)	Significant Unobservable Inputs	Range(4) of Significant Unobservable Inputs	Weighted Average(5)
As of September 30, 2021
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	1,371,327	Discounted cash flows	Discount Rate	6.3% - 19.4%	8.5%
Equity
Preferred Stock	$	9,371	Comparable multiples	EV/EBITDA(6)	10.5x - 26.0x	20.8x
	$	1,991	Comparable multiples	EV/Revenue	—	6.4x
Common Stock	$	4,125	Comparable multiples	EV/EBITDA(6)	10.9x - 21.3x	18.0x
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 September 30, 2021, included within Level 3 assets of $1,841,290 is an amount of $454,476 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 $1,371,327 or 75.3% 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 September 30, 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.

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

	September 30, 2021								December 31, 2020
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	58,203	$	1,822,015	$	1,880,218	$	—	$	50,348	$	1,104,625	$	1,154,973
2nd Lien/Senior Secured Debt		—		15,418		—		15,418		—		—		—		—
Preferred Stock		—		—		11,362		11,362		—		—		3,716		3,716
Common Stock		—		—		7,913		7,913		—		—		357		357
Total	$	—	$	73,621	$	1,841,290	$	1,914,911	$	—	$	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:

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)			Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Nine Months Ended September 30, 2021
1st Lien/Senior Secured Debt	$	1,104,625	$	954,158	$	51	$	10,938		$	(236,297	)	$	7,254	$	—	$	(18,714	)	$	1,822,015	$	11,749
2nd Lien/Senior Secured Debt		—		—		—		—			—			—		—		—			—		—
Preferred Stock		3,716		8,007		94		550			(1,005	)		—		—		—			11,362		590
Common Stock		357		6,444		—		1,112			—			—		—		—			7,913		1,112
Total assets	$	1,108,698	$	968,609	$	145	$	12,600		$	(237,302	)	$	7,254	$	—	$	(18,714	)	$	1,841,290	$	13,451
For the Nine Months Ended September 30, 2020
1st Lien/Senior Secured Debt	$	399,513	$	398,333	$	—	$	(12,594	)	$	(30,216	)	$	1,662	$	—	$	(7,816	)	$	748,882	$	(12,654	)
Preferred Stock		—		1,823		—		—			—			—		—		—			1,823		—
Common Stock		—		—		—		—			—			—		—		—			—		—
Total assets	$	399,513	$	400,156	$	—	$	(12,594	)	$	(30,216	)	$	1,662	$	—	$	(7,816	)	$	750,705	$	(12,654	)

⁽¹⁾ Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

⁽²⁾       Transfers in (out) of Level 3 are due to an increase (decrease) in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of September 30, 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 September 30, 2021 and December 31, 2020, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 199% and 212%.

The Company’s outstanding debt was as follows:

	September 30, 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)	$	292,000	$	124,000	$	168,000	$	500,000	$	102,300	$	397,700
JPM Revolving Credit Facility(2)(3)		1,050,000		196,281		853,718		250,000		100,000		150,000
Total debt	$	1,342,000	$	320,281	$	1,021,718	$	750,000	$	202,300	$	547,700

⁽¹⁾ Provides, under certain circumstances, a total borrowing capacity of $292,000.

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

⁽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 September 30, 2021, the Company had outstanding borrowings

28

denominated in USD of $853,600 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.

The combined weighted average interest rates of the aggregate borrowings outstanding for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were 3.00% and 2.84% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the nine months ended September 30, 2021 and for the year ended December 31, 2020 was $836,532 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, December 23, 2020, May 7, 2021, June 28, 2021, August 13, 2021 and September 17, 2021. Subject to availability under the “Borrowing Base,” the maximum principal amount of the MUFG Revolving Credit Facility was $292,000 as of September 30, 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 6, 2022.

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

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

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

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

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

Costs of $4,773 were incurred in connection with obtaining and amending the MUFG Revolving Credit Facility and exercising its right under the accordion feature, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the MUFG Revolving Credit Facility using the straight-line method. As of September 30, 2021 and December 31, 2020, outstanding deferred financing costs were $752 and $1,290.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Borrowing interest expense	$	2,037		$	1,103		$	7,131		$	3,967
Facility fees		59			220			190			611
Amortization of financing costs		317			430			1,803			1,221
Total	$	2,413		$	1,753		$	9,124		$	5,799
Weighted average interest rate		2.59	%		2.36	%		2.60	%		2.95	%
Average outstanding balance	$	311,822		$	185,961		$	366,807		$	179,804

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, March 5, 2021, June 25, 2021 and August 17, 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 September 30, 2021, the total commitments under the JPM Revolving Credit Facility were $1,050,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $2,000,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fifth anniversary of the JPM Revolving Credit Facility, subject to 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 $7,720 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 September 30, 2021 and December 31, 2020, outstanding deferred financing costs were $6,713 and $2,720.

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

	For the Three Months Ended							For the Nine Months Ended
	September 30, 2021			September 30, 2020				September 30, 2021			September 30, 2020
Borrowing interest expense	$	5,885		$	61			$	11,664		$	61
Facility fees		431			15				889			15
Amortization of financing costs		380			10				852			10
Total	$	6,696		$	86			$	13,405		$	86
Weighted average interest rate		3.29	%		3.38	%	*		3.32	%		3.38	%*
Average outstanding balance	$	710,341		$	94,000		*	$	469,725		$	94,000	*

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* Amount was calculated beginning on September 24, 2020, the date in which the Company entered into the JPM Revolving Credit Facility.

7.COMMITMENTS AND CONTINGENCIES

Capital Commitments

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

	September 30, 2021							December 31, 2020
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Units	$	1,475,812	$	472,260		68	%	$	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 September 30, 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:  

		Unfunded Commitment Balances				Fair Value(2)
	Commitment Expiration Date(1)	September 30, 2021		December 31, 2020		September 30, 2021			December 31, 2020
1st Lien/Senior Secured Debt
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		(1	)		(4	)
Elemica Parent, Inc.	12/31/21		350		350		(9	)		(11	)
Diligent Corporation	02/04/22		4,005		5,108		30			(115	)
MRI Software LLC	02/10/22		286		469		(1	)		(14	)
MRI Software LLC	02/10/22		1,840		22,200		(7	)		(648	)
Chronicle Bidco Inc. (dba Lexitas)	04/23/22		6,032		5,646		—	��		(141	)
Volt Bidco, Inc. (aka Power Factors)	08/11/22		2,375	—			—		—
Purfoods, LLC	08/12/22		8,200		16,400		—			(246	)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	09/10/22		2,759	—			(62	)	—
USN Opco LLC (dba Global Nephrology Solutions)	12/21/22		5,380		7,032		(54	)		(70	)
VRC Companies, LLC (dba Vital Records Control)	12/29/22		3,972	—			(60	)	—
Aria Systems, Inc.	12/30/22		3,780	—			(47	)	—
Heartland Home Services	01/30/23		13,624	—			(136	)	—
Sweep Purchaser LLC	02/12/23		992	—			(10	)	—
Thrasio, LLC	03/17/23		13,604	—			—		—
Sunstar Insurance Group, LLC	03/31/23		265	—			(3	)	—
GovDelivery Holdings, LLC (dba Granicus, Inc.)	04/21/23		1,370	—			(34	)	—
CORA Health Holdings Corp	06/15/23		8,092	—			(101	)	—
PT Intermediate Holdings III, LLC (dba Parts Town)	06/29/23		1,115	—			(3	)	—
Sundance Group Holdings, Inc. (dba NetDocuments)	07/02/23		11,198	—			(87	)	—
Total Vision LLC	07/15/23		2,305	—			(23	)	—
Premier Care Dental Management, LLC	08/05/23		9,231	—			(46	)	—
CivicPlus LLC	08/24/23		2,680	—			(27	)	—
DECA Dental Holdings LLC	08/26/23		6,725	—			(67	)	—
CFS Management, LLC (dba Center for Sight Management)	09/01/23		3,194	—			(40	)	—
Honor HN Buyer, Inc	10/15/23		12,520	—			—		—
Assembly Intermediate LLC	10/19/23		9,877	—			—		—
AQ Helios Buyer, Inc. (aka SurePoint)	07/01/24		10,510	—			—		—
WebPT, Inc.	08/28/24		926		926		(9	)		(28	)

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		Unfunded Commitment Balances				Fair Value(2)
	Commitment Expiration Date(1)	September 30, 2021		December 31, 2020		September 30, 2021			December 31, 2020
Apptio, Inc.	01/10/25	$	462	$	769	$	—		$	(12	)
Mailgun Technologies, Inc.	03/26/25		1,263		1,263		—			—
CorePower Yoga LLC	05/14/25		633	—			(106	)	—
Riverpoint Medical, LLC	06/21/25		1,806		1,806		(23	)		(45	)
GHA Buyer Inc. (dba Cedar Gate)	06/24/25		1,749		1,749		(31	)		(35	)
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)	07/09/25		2,186		2,186		(76	)		(142	)
WorkForce Software, LLC	07/31/25		457		980		(9	)		(15	)
Diligent Corporation	08/04/25		3,503		1,684		26			(38	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	08/15/25		2,007		2,361		(30	)		(77	)
Elemica Parent, Inc.	09/18/25		207		84		(5	)		(3	)
Capitol Imaging Acquisition Corp.	10/01/25		9,170		8,024		(92	)		(160	)
CST Buyer Company (dba Intoxalock)	10/03/25		1,291		1,291		(6	)		(29	)
Acquia, Inc.	10/31/25		1,779		1,933		(27	)		(34	)
Chronicle Bidco Inc. (dba Lexitas)	11/14/25		1,320		1,320		—			(33	)
Eptam Plastics, Ltd.	12/06/25		819		136		(10	)		(3	)
One GI LLC	12/22/25		2,300		2,300		—			(46	)
Zodiac Intermediate, LLC (dba Zipari)	12/22/25		2,333		7,000		(52	)		(186	)
Prophix Software Inc.(dba Pound Bidco)	01/30/26		3,118	—			—		—
Governmentjobs.com, Inc. (dba NeoGov)	02/05/26		4,149		4,150		(62	)		(83	)
MRI Software LLC	02/10/26		1,143		1,143		(4	)		(33	)
Instructure Holdings	03/24/26		3,690		3,690		—			(37	)
GS AcquisitionCo, Inc. (dba Insightsoftware)	05/22/26		914		750		(7	)		(6	)
AQ Helios Buyer, Inc. (aka SurePoint)	07/01/26		3,661	—			(73	)	—
Project Eagle Holdings, LLC (dba Exostar)	07/06/26		3,418		3,418		(68	)		(77	)
Total Vision LLC	07/15/26		1,150	—			(23	)	—
Superman Holdings, LLC (dba Foundation Software)	08/31/26		5,134		5,134		—			(128	)
Bullhorn, Inc.	09/30/26		693		693		(7	)		(10	)
Sunstar Insurance Group, LLC	10/09/26		2,496		2,496		(25	)		(50	)
1272775 B.C. LTD. (dba Everest Clinical Research)	11/06/26		1,059		1,160		(16	)		(17	)
Sweep Purchaser LLC	11/30/26		2,857		4,201		(29	)		(84	)
Helios Buyer, Inc. (dba Heartland)	12/15/26		370		2,097		(4	)		(42	)
USN Opco LLC (dba Global Nephrology Solutions)	12/21/26		2,812		2,812		(28	)		(56	)
StarCompliance Intermediate, LLC	01/12/27		2,300	—			(46	)	—
Wellness AcquisitionCo, Inc. (dba SPINS)	01/20/27		2,400	—			—		—
GovDelivery Holdings, LLC (dba Granicus, Inc.)	01/29/27		2,337	—			(58	)	—
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	03/10/27		935	—			(21	)	—
Pluralsight, Inc	04/06/27		4,600	—			(92	)	—
ESO Solutions, Inc	05/03/27		3,292	—			(58	)	—
Rodeo Buyer Company (dba Absorb Software)	05/25/27		3,065	—			(61	)	—
VRC Companies, LLC (dba Vital Records Control)	06/29/27		858	—			(13	)	—
Zarya Intermediate, LLC (dba iOFFICE)	07/01/27		6,145	—			(123	)	—
Sundance Group Holdings, Inc. (dba NetDocuments)	07/02/27		4,479	—			(69	)	—
Experity, Inc.	07/22/27		3,023	—			(15	)	—
Cordeagle US Finco, Inc. (aka Condeco)	07/30/27		2,238	—			(45	)	—
Gainsight, Inc.	07/30/27		4,830	—			(85	)	—
Premier Care Dental Management, LLC	08/05/27		2,769	—			(55	)	—

32

		Unfunded Commitment Balances					Fair Value(2)
	Commitment Expiration Date(1)	September 30, 2021			December 31, 2020		September 30, 2021				December 31, 2020
Volt Bidco, Inc. (aka Power Factors)	08/11/27	$	1,979	$	—		$	(40	)	$	—
CivicPlus LLC	08/24/27		537		—			(11	)		—
DECA Dental Holdings LLC	08/26/27		1,552		—			(31	)		—
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	09/15/27		5,374		—			(107	)		—
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)	09/15/27		6,161		—			—			—
Honor HN Buyer, Inc	10/15/27		22,903		—			—			—
Honor HN Buyer, Inc	10/15/27		2,502		—			—			—
Assembly Intermediate LLC	10/19/27		3,911		—			—			—
Assembly Intermediate LLC	10/19/27		39,110		—			—			—
One GI LLC	06/22/21		—			20,004		—				(200	)
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)	08/15/21		—			3,926		—				(128	)
WebPT, Inc.	08/28/21		—			1,588		—				(48	)
Bullhorn, Inc.	10/01/21		—			635		—				(10	)
GS AcquisitionCo, Inc. (dba Insightsoftware)	12/02/21		—			3,752		—				(28	)
Eptam Plastics, Ltd.	12/06/21		—			2,729		—				(55	)
Elemica Parent, Inc.	12/15/21		—			1,396		—				(42	)
Helios Buyer, Inc. (dba Heartland)	06/15/22		—			7,390		—				(37	)
Thrasio, LLC	06/18/22		—			9,250		—				(116	)
Villa Bidco Inc (dba Authority Brands)	09/12/22		—			6,843		—				(137	)
Sunstar Insurance Group, LLC	10/09/22		—			7,736		—				(155	)
Sweep Purchaser LLC	11/30/22		—			8,403		—				(84	)
ConnectWise, LLC	02/28/25		—			1,152		—				(12	)
Villa Bidco Inc (dba Authority Brands)	03/21/25		—			1,374		—				(27	)
Granicus, Inc.	08/21/26		—			2,183		—				(44	)
Blacksmith Applications, Inc.	12/02/26		—			1,900		—				(43	)
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		$	344,753		$	225,899	$	(2,517	)		$	(3,926	)
Total		$	344,753		$	225,899	$	(2,517	)		$	(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 Statements 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 following table summarizes the total Units issued and proceeds related to capital drawdowns:

Unit Issue Date	Units Issued		Proceeds Received
For the Nine Months Ended September 30, 2021
June 28, 2021		1,126,459	$	110,686
August 13, 2021		1,224,208		118,065
September 17, 2021		1,518,480		147,581
Total capital drawdowns		3,869,147	$	376,332
For the Nine Months Ended September 30, 2020
January 29, 2020		509,491	$	50,226
March 30, 2020		1,246,165		124,445
April 24, 2020		312,920		28,892
July 30, 2020		1,406,409		133,335
August 18, 2020		248,403		23,423
Total capital drawdowns		3,723,388	$	360,321

33

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 Nine Months Ended September 30, 2021
February 24, 2021	April 5, 2021	April 29, 2021	$	2.82
May 5, 2021	July 5, 2021	July 30, 2021	$	2.64
August 4, 2021	October 5, 2021	October 28, 2021	$	2.51

For the Nine Months Ended September 30, 2020
February 19, 2020	April 3, 2020	April 29, 2020	$	1.44
May 5, 2020	July 6, 2020	July 31, 2020	$	1.67
August 4, 2020	October 5, 2020	October 29, 2020	$	1.83

9. EARNINGS PER UNIT

The following information sets forth the computation of basic and diluted earnings per unit:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net increase in Members’ Capital from operations	$	25,505	$	19,411	$	62,104	$	9,189
Weighted average Units outstanding		8,437,071		5,463,738		7,117,107		4,158,080
Basic and diluted earnings per unit	$	3.02	$	3.55	$	8.73	$	2.21

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

10. FINANCIAL HIGHLIGHTS

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

	For the Nine Months Ended
	September 30, 2021			September 30, 2020
Per Unit Data:(1)
NAV, beginning of period	$	95.37		$	98.53
Net investment income		6.69			5.65
Net realized and unrealized gains (losses)(2)		1.83			(4.26	)
Income tax provision, realized and unrealized gains		(0.01	)		(0.02	)
Net increase (decrease) in net assets from operations(2)	$	8.51		$	1.37
Distributions declared from net investment income		(5.46	)		(3.11	)
Total increase (decrease) in net assets	$	3.05		$	(1.74	)
NAV, end of period	$	98.42		$	96.79
Units outstanding, end of period		10,296,662			6,036,665
Weighted average units outstanding		7,117,107			4,158,080
Total return based on NAV(3)		8.92	%		1.39	%
Supplemental Data/Ratio(4):
Members’ Capital, end of period	$	1,013,447		$	584,291
Ratio of net expenses to average Members’ Capital		8.82	%		4.28	%
Ratio of expenses (without incentive fees and interest and other debt expenses)    to Members’ Capital		2.15	%		2.29	%
Ratio of interest and other debt expenses to average Members’ Capital		4.33	%		2.00	%
Ratio of incentive fees to average Members’ Capital		2.34	%	—%
Ratio of total expenses to average Members’ Capital		8.82	%		4.28	%
Ratio of net investment income to average Members’ Capital		9.92	%		8.05	%
Portfolio turnover		20	%		6	%