Goldman Sachs Middle Market Lending LLC II 10-Q 2023 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

or

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

Commission file number 814-01461

Goldman Sachs Middle Market Lending Corp. II

(Exact Name of Registrant as Specified in Its Charter)

Delaware	87-3643363
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 655-4419

Not Applicable

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

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

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

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

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

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

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

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

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

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of November 7, 2023 was 13,921,733.

1

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Assets and Liabilities	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Net Assets	6
	Consolidated Statement of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	47
ITEM 4.	Controls and Procedures	48
PART II	OTHER INFORMATION	48
ITEM 1.	Legal Proceedings	48
ITEM 1A.	Risk Factors	48
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	49
ITEM 3.	Defaults Upon Senior Securities	49
ITEM 4.	Mine Safety Disclosures	49
ITEM 5.	Other Information	49
ITEM 6.	Exhibits	49
SIGNATURES		51

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, in our annual report on Form 10-K for the year ended December 31, 2022 and in our quarterly report on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

our future operating results;

•

disruptions in the capital markets, market conditions, and general economic uncertainty;

•

changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and the escalated conflict in the Middle East;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

the impact of increased competition;

•

our contractual arrangements and relationships with third parties;

•

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

•

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

•

the relative and absolute performance of Goldman Sachs Asset Management, L.P. (the "Investment Adviser"), the 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;

•

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

•

the impact of future acquisitions and divestitures;

•

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

•

our ability to maintain our status as a BDC;

•

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

•

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

•

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

•

the impact on our business from new or amended legislation or regulations, including the Inflation Reduction Act of 2022;

•

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

•

currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

the impact of elevated inflation and rising interest rates and the risk of recession on our portfolio companies;

•

the effect of global climate change on our portfolio companies;

•

the impact of interruptions in the supply chain on our portfolio companies;

•

the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

•

the increased public scrutiny of and regulation related to corporate social responsibility.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	September 30,		December 31,
	2023 (Unaudited)		2022
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $345,232 and $247,053)	$	342,878	$	245,817
Non-controlled affiliated investments (cost of $4,249 and $3,785)		4,493		3,843
Total investments, at fair value (cost of $349,481 and $250,838)	$	347,371	$	249,660
Investments in affiliated money market fund (cost of $2,713 and $—)		2,713		—
Cash		24,105		3,675
Interest and dividends receivable		2,599		2,332
Deferred financing costs		2,805		484
Other assets		44		—
Total assets	$	379,637	$	256,151
Liabilities
Debt	$	157,967	$	79,443
Interest and other debt expenses payable		980		399
Management fees payable		611		393
Distribution payable		—		3,574
Directors’ fees payable		165		—
Accrued expenses and other liabilities		1,049		686
Total liabilities	$	160,772	$	84,495
Commitments and contingencies (Note 7)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized and no shares issued and outstanding)	$	—	$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 11,734,880 and 9,405,496 shares issued and outstanding as of September 30, 2023 and December 31, 2022)		12		9
Paid-in capital in excess of par		216,315		173,555
Distributable earnings (loss)		2,538		(1,908	)
Total net assets	$	218,865	$	171,656
Total liabilities and net assets	$	379,637	$	256,151
Net asset value per share	$	18.65	$	18.25

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

4

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	9,373		$	2,648		$	24,432		$	4,358
Payment-in-kind income		717			27			1,831			68
Other income		138			69			374			118
From non-controlled affiliated investments:
Interest income		120			—			320			—
Dividend income		58			15			102			21
Other income		3			—			11			—
Total investment income	$	10,409		$	2,759		$	27,070		$	4,565
Expenses:
Interest and other debt expenses	$	3,265		$	885		$	8,149		$	1,316
Management fees		611			238			1,651			431
Incentive fees		—			—			—			(31	)
Professional fees		363			236			812			629
Directors’ fees		170			123			505			365
Directors’ and officers’ liability insurance		11			153			59			455
Offering costs		—			274			—			729
Other general and administrative expenses		366			218			972			603
Total expenses	$	4,786		$	2,127		$	12,148		$	4,497
Management fee waiver		—			—			—			(193	)
Net expenses	$	4,786		$	2,127		$	12,148		$	4,304
Net investment income (loss)	$	5,623		$	632		$	14,922		$	261
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	9		$	—		$	37		$	—
Foreign currency transactions		(2,673	)		(151	)		(2,429	)		(152	)
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(2,366	)		(1,437	)		(1,118	)		(2,102	)
Non-controlled affiliated investments		84			—			186			—
Foreign currency translations		4,531			1,249			2,343			1,437
Net realized and unrealized gains (losses)	$	(415	)	$	(339	)	$	(981	)	$	(817	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		—			(5	)		—			(5	)
Net increase (decrease) in net assets from operations	$	5,208		$	288		$	13,941		$	(561	)
Weighted average shares outstanding		10,508,157			4,146,018			9,808,882			3,065,139
Basic and diluted net investment income (loss) per share	$	0.54		$	0.15		$	1.52		$	0.09
Basic and diluted earnings (loss) per share	$	0.50		$	0.07		$	1.42		$	(0.18	)

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

5

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Changes in Net Assets

(in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net assets at beginning of period	$	177,803		$	60,130		$	171,656		$	26,928
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	5,623		$	632		$	14,922		$	261
Net realized gain (loss)		(2,664	)		(151	)		(2,392	)		(152	)
Net change in unrealized appreciation (depreciation)		2,249			(188	)		1,411			(665	)
(Provision) benefit for unrealized appreciation/depreciation on investments		—			(5	)		—			(5	)
Net increase (decrease) in net assets from operations	$	5,208		$	288		$	13,941		$	(561	)
Distributions to stockholders from:
Distributable earnings	$	(4,761	)	$	(54	)	$	(9,495	)	$	(54	)
Total distributions to stockholders	$	(4,761	)	$	(54	)	$	(9,495	)	$	(54	)
Capital transactions:
Issuance of common shares	$	40,615		$	54,006		$	42,763		$	88,057
Net increase in net assets from capital transactions	$	40,615		$	54,006		$	42,763		$	88,057
Total increase (decrease) in net assets	$	41,062		$	54,240		$	47,209		$	87,442
Net assets at end of period	$	218,865		$	114,370		$	218,865		$	114,370
Distributions per share	$	0.50		$	0.02		$	1.00		$	0.02

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

6

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Cash Flows

(in thousands, except shares and per share amounts)

(Unaudited)

	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets from operations:	$	13,941		$	(561	)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(104,180	)		(145,429	)
Payment-in-kind interest capitalized		(1,810	)		(67	)
Investments in affiliated money market fund, net		(2,713	)		19,634
Proceeds from sales of investments and principal repayments		8,374			6,880
Net realized (gain) loss on investments		(37	)		—
Net change in unrealized (appreciation) depreciation on investments		932			2,102
Net change in unrealized (appreciation) depreciation on foreign currency translation		34			4
Amortization of premium and accretion of discount, net		(990	)		(194	)
Amortization of deferred financing costs		800			266
Amortization of deferred offering costs		—			729
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		(267	)		(1,222	)
(Increase) decrease in other assets		(44	)		450
Increase (decrease) in interest and other debt expenses payable		400			194
Increase (decrease) in management fees payable		218			238
Increase (decrease) in incentive fees payable		—			(31	)
Increase (decrease) in directors’ fees payable		165			12
Increase (decrease) in accrued expenses and other liabilities		429			88
Net cash provided by (used for) operating activities	$	(84,748	)	$	(116,907	)
Cash flows from financing activities:
Proceeds from issuance of common stock	$	42,763		$	88,057
Offering costs paid		(66	)		(339	)
Distributions paid		(13,069	)		(54	)
Financing costs paid		(2,940	)		(375	)
Borrowings on debt		221,404			101,774
Repayments of debt		(142,880	)		(72,000	)
Net cash provided by (used for) financing activities	$	105,212		$	117,063
Net increase (decrease) in cash	$	20,464		$	156
Effect of foreign exchange rate changes on cash and cash equivalents		(34	)		(4	)
Cash, beginning of period		3,675			13,564
Cash, end of period	$	24,105		$	13,716
Supplemental and non-cash activities
Interest expense paid	$	6,356		$	742

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

7

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of September 30, 2023

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 149.48%
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	10.89%	S + 5.50%	05/08/28	$	7,603	$	7,480		$	7,527		(4) (5)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 5.50%	05/08/28		740		(11	)		(7	)	(4) (5) (6)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 5.50%	05/08/28		2,070		(16	)		(21	)	(4) (5) (6)
Arrow Buyer, Inc. (dba Archer Technologies)	Software	11.90%	S + 6.50%	06/28/30		2,942		2,870			2,883		(4) (5)
Arrow Buyer, Inc. (dba Archer Technologies)	Software		S + 6.50%	06/28/30		679		(8	)		(14	)	(4) (5) (6)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26		GBP 1,400		1,852			1,674		(4) (5) (7)
Bigchange Group Limited	Software	11.19%	SN + 6.00%	12/23/26		GBP 213		270			254		(4) (5) (7)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26		GBP 280		(5	)		(7	)	(4) (5) (6) (7)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services	11.43%	S + 6.00%	01/25/28		6,228		6,144			5,792		(4) (5)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services		S + 6.00%	01/25/28		249		(3	)		(17	)	(4) (5) (6)
Businessolver.com, Inc.	Health Care Technology	10.99%	S + 5.50%	12/01/27		2,146		2,130			2,125		(4) (5)
Businessolver.com, Inc.	Health Care Technology	10.99%	S + 5.50%	12/01/27		586		47			44		(4) (5) (6)
Checkmate Finance Merger Sub, LLC	Entertainment	11.99%	S + 6.50%	12/31/27		3,611		3,556			3,512		(4) (5)
Checkmate Finance Merger Sub, LLC	Entertainment		S + 6.50%	12/31/27		367		(5	)		(10	)	(4) (5) (6)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Equipment & Products	12.08%	S + 6.75%	07/18/28		5,680		5,541			5,538		(4)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Equipment & Products		S + 6.75%	07/18/28		728		(9	)		(9	)	(4) (6)
Circustrix Holdings, LLC (dba SkyZone)	Leisure Equipment & Products		S + 6.75%	07/18/28		364		(9	)		(9	)	(4) (6)
Clearcourse Partnership Acquireco Finance Limited	IT Services	12.43%	SN + 7.50% (Incl. 0.75% PIK)	08/19/28		GBP 11,953		14,141			14,183		(4) (5) (7)
Clearcourse Partnership Acquireco Finance Limited	IT Services	12.43%	SN + 7.50% (Incl. 0.75% PIK)	08/19/28		GBP 10,273		5,822			5,861		(4) (5) (6) (7)
CloudBees, Inc.	Software	12.43%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		3,416		3,272			3,382		(4) (5)
CloudBees, Inc.	Software	12.43%	S + 7.00% (Incl. 2.50% PIK)	11/24/26		1,551		1,398			1,449		(4) (5) (6)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.82%	S + 5.75%	05/11/28		4,271		4,199			4,122		(4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	11.40%	S + 6.00%	05/11/28		2,916		2,843			2,843		(4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.89%	S + 5.75%	05/11/28		1,294		1,281			1,248		(4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.82%	S + 5.75%	05/11/28		615		114			102		(4) (5) (6)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 6.00%	05/11/28		10,491		(131	)		(262	)	(4) (5) (6)
Computer Services, Inc.	Diversified Financial Services	12.16%	S + 6.75%	11/15/29		15,787		15,354			15,471		(4) (5)
Coretrust Purchasing Group LLC	Diversified Financial Services	12.07%	S + 6.75%	10/01/29		13,169		12,814			12,939		(4) (5)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(50	)		(34	)	(4) (5) (6)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(25	)		(34	)	(4) (5) (6)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	07/30/30		12,075		—			—		(4) (6)
Crewline Buyer, Inc. (dba New Relic)	Software		S + 6.75%	07/30/30		1,258		—			—		(4) (6)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.92%	S + 6.50%	11/01/28		6,714		6,535			6,597		(4) (5)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services		S + 6.50%	11/01/28		638		(16	)		(11	)	(4) (5) (6)
DFS Holding Company, Inc.	Distributors	12.42%	S + 7.00%	01/31/29		4,143		4,029			4,060		(4) (5)
DFS Holding Company, Inc.	Distributors	12.42%	S + 7.00%	01/31/29		867		287			286		(4) (5) (6)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.14%	S + 6.75%	01/09/30		7,715		7,505			7,561		(5)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	12.14%	S + 6.75%	01/09/30		5,894		5,778			5,776		(5)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28		1,981		(44	)		(40	)	(5) (6)
Fullsteam Operations LLC	Diversified Financial Services		S + 6.00% (Incl. 3.00% PIK)	05/01/30		10,593		—			—		(4) (6)
Fullsteam Operations LLC	Diversified Financial Services		S + 12.00% (Incl. 4.50% PIK)	05/01/30		3,333		—			—		(4) (6)
Fullsteam Operations LLC	Diversified Financial Services		S + 7.76% PIK	05/01/30		1,481		—			—		(4) (6)
Fullsteam Operations LLC	Diversified Financial Services		S + 7.50% PIK	05/01/28		593		—			—		(4) (6)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.92%	S + 5.50%	12/01/28		4,873		4,863			4,800		(4) (5)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.90%	S + 5.50%	12/01/28		1,718		202			180		(4) (5) (6)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/02/27		550		(1	)		(8	)	(4) (5) (6)

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

8

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of September 30, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost			Fair Value			Footnotes
Groundworks, LLC	Diversified Consumer Services	11.81%	S + 6.50%	03/14/30	$	1,961	$	1,907		$	1,922		(4) (5)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/29		109		(3	)		(2	)	(4) (5) (6)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/30		241		(3	)		(5	)	(4) (5) (6)
HealthEdge Software, Inc.	Health Care Technology	12.43%	S + 7.00%	04/09/26		6,000		5,221			5,131		(4) (5) (6)
HealthEdge Software, Inc.	Health Care Technology	12.43%	S + 7.00%	04/09/26		4,100		4,048			4,039		(4) (5)
HealthEdge Software, Inc.	Health Care Technology	12.43%	S + 7.00%	04/09/26		387		387			381		(4) (5)
HealthEdge Software, Inc.	Health Care Technology		S + 7.00%	04/09/26		400		(5	)		(6	)	(4) (5) (6)
HealthEdge Software, Inc.	Health Care Technology		S + 7.00%	04/09/26		1,100		(7	)		(16	)	(4) (5) (6)
Highfive Dental Holdco, LLC	Health Care Providers & Services	12.45%	S + 6.75%	06/13/28		4,155		4,036			4,051		(4) (5)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		463		(13	)		(12	)	(4) (5) (6)
Highfive Dental Holdco, LLC	Health Care Providers & Services		S + 6.75%	06/13/28		2,777		(79	)		(69	)	(4) (5) (6)
HumanState Limited (dba PayProp)	Diversified Consumer Services	11.33%	SN + 6.00%	11/23/28		GBP 15,000		17,857			18,027		(4) (5) (7)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 2,300		(9	)		(42	)	(4) (5) (6) (7)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 6,460		26			(118	)	(4) (5) (6) (7)
iCIMS, Inc.	Professional Services	12.63%	S + 7.25% (Incl. 3.88% PIK)	08/18/28		18,424		18,161			17,825		(4) (5)
iCIMS, Inc.	Professional Services	12.14%	S + 6.75%	08/18/28		1,703		260			229		(4) (5) (6)
iCIMS, Inc.	Professional Services		S + 6.75%	08/18/28		4,212		—			(137	)	(4) (5) (6)
Intelligent Medical Objects, Inc.	Health Care Technology	11.36%	S + 6.00%	05/11/29		3,589		3,528			3,481		(4) (5)
Intelligent Medical Objects, Inc.	Health Care Technology	11.38%	S + 6.00%	05/11/29		899		232			215		(4) (5) (6)
Intelligent Medical Objects, Inc.	Health Care Technology	11.42%	S + 6.00%	05/11/28		400		58			52		(4) (5) (6)
iWave Information Systems, Inc.	Software	12.29%	S + 6.75%	11/23/28		8,846		8,648			8,625		(4) (5) (7)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28		1,087		(23	)		(27	)	(4) (5) (6) (7)
Kaseya Inc.	IT Services	11.62%	S + 6.25% (Incl. 2.50% PIK)	06/25/29		5,812		5,737			5,725		(4) (5)
Kaseya Inc.	IT Services	11.57%	S + 6.25% (Incl. 2.50% PIK)	06/25/29		351		84			83		(4) (5) (6)
Kaseya Inc.	IT Services	11.62%	S + 6.25% (Incl. 2.50% PIK)	06/25/29		350		19			16		(4) (5) (6)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	12.43%	S + 7.00%	03/18/27		9,617		9,500			8,511		(4) (5)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	11.39%	S + 6.00%	06/01/28		6,774		6,662			6,435		(4) (5)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	11.38%	S + 6.00%	06/01/28		1,706		1,454			1,396		(4) (5) (6)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	11.31%	S + 6.00%	06/01/28		857		115			86		(4) (5) (6)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	11.34%	S + 5.75%	12/15/27		5,141		5,000			5,038		(4) (5)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	11.34%	S + 5.75%	12/15/27		1,187		1,169			1,163		(4) (5)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	13.50%	P + 5.00%	12/15/27		259		36			35		(4) (5) (6)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.22%	S + 5.75%	11/30/27		1,978		1,949			1,919		(4) (5)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	11.27%	S + 5.75%	11/30/27		2,010		1,796			1,765		(4) (5) (6)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	13.25%	P + 4.75%	11/30/27		349		7			1		(4) (5) (6)
Ortholite, LLC	Textiles, Apparel & Luxury Goods	11.65%	S + 6.25%	09/29/27		5,881		5,822			5,822		(4)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	13.09%	S + 7.50%	07/18/28		7,810		7,677			7,693		(4) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.94%	S + 7.50%	07/18/28		2,584		1,339			1,300		(4) (5) (6)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	13.09%	S + 7.50%	07/18/28		770		763			758		(4) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 7.50%	07/18/28		605		(10	)		(9	)	(4) (5) (6)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 7.50%	07/18/28		880		(7	)		(13	)	(4) (5) (6)
Recochem, Inc	Chemicals		S + 5.75%	09/01/30		CAD 1,299		—			—		(4) (6) (7)
Recochem, Inc	Chemicals		S + 5.75%	09/01/30		CAD 10,393		—			—		(4) (6) (7)
Recochem, Inc	Chemicals		S + 5.75%	09/01/30		CAD 1,949		—			—		(4) (6) (7)
Recorded Books Inc. (dba RBMedia)	Media	11.64%	S + 6.25%	09/03/30		9,251		8,999			8,997		(4)

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

9

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of September 30, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost			Fair Value			Footnotes
Recorded Books Inc. (dba RBMedia)	Media	11.66%	S + 6.25%	08/31/28	$	749	$	408		$	407		(4) (6)
Rubrik, Inc.	Software	12.53%	S + 7.00%	08/17/28		10,877		10,770			10,768		(4)
Rubrik, Inc.	Software	12.37%	S + 7.00%	08/17/28		1,520		139			138		(4) (6)
Singlewire Software, LLC	Software	11.64%	S + 6.25%	05/10/29		8,424		8,184			8,213		(4) (5)
Singlewire Software, LLC	Software		S + 6.25%	05/10/29		1,251		(35	)		(31	)	(4) (5) (6)
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	11.79%	S + 6.25%	06/15/26		3,337		3,254			3,253		(5)
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services		S + 6.25%	06/15/26		1,681		(41	)		(42	)	(5) (6)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.43%	S + 6.00%	07/06/27		3,456		3,401			3,404		(4) (5) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	11.65%	S + 6.00%	07/06/27		2,400		457			444		(4) (5) (6) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		600		(9	)		(9	)	(4) (5) (6) (8)
SpendMend, LLC	Health Care Providers & Services	11.04%	S + 5.50%	03/01/28		3,446		3,399			3,360		(4) (5)
SpendMend, LLC	Health Care Providers & Services	11.03%	S + 5.50%	03/01/28		1,513		625			601		(4) (5) (6)
SpendMend, LLC	Health Care Providers & Services	11.03%	S + 5.50%	03/01/28		456		176			171		(4) (5) (6)
Spotless Brands, LLC	Diversified Consumer Services	12.30%	S + 6.75%	07/25/28		10,645		10,362			10,378		(4) (5)
Spotless Brands, LLC	Diversified Consumer Services	12.04%	S + 6.50%	07/25/28		1,650		1,605			1,609		(4) (5)
Superior Environmental Solutions	Commercial Services & Supplies	11.92%	S + 6.50%	08/01/29		4,811		4,693			4,691		(4)
Superior Environmental Solutions	Commercial Services & Supplies	11.87%	S + 6.50%	08/01/29		481		133			132		(4) (6)
Superior Environmental Solutions	Commercial Services & Supplies		S + 6.50%	08/01/29		722		(9	)		(9	)	(4) (6)
Trader Corporation	Automobiles	12.13%	C + 6.75%	12/21/29		CAD 16,963		12,281			12,270		(4) (5) (7)
Trader Corporation	Automobiles		C + 6.75%	12/22/28		CAD 1,279		(12	)		(16	)	(4) (5) (6) (7)
VASA Fitness Buyer, Inc.	Consumer Retail	13.31%	S + 7.50% (Incl. 0.38% PIK)	08/14/28		7,332		7,080			7,076		(4)
VASA Fitness Buyer, Inc.	Consumer Retail		S + 7.50% (Incl. 0.38% PIK)	08/14/28		209		(7	)		(7	)	(4) (6)
VASA Fitness Buyer, Inc.	Consumer Retail		S + 7.50% (Incl. 0.38% PIK)	08/14/28		1,257		(21	)		(22	)	(4) (6)
WebPT, Inc.	Health Care Technology	12.23%	S + 6.75%	01/18/28		3,255		3,218			3,174		(4) (5)
WebPT, Inc.	Health Care Technology	12.25%	S + 6.75%	01/18/28		278		216			212		(4) (5) (6)
WebPT, Inc.	Health Care Technology	12.30%	S + 6.75%	01/18/28		278		45			41		(4) (5) (6)
Whitewater Holding Company LLC	Diversified Consumer Services	11.54%	S + 6.00%	12/21/27		6,186		4,376			4,326		(4) (5) (6)
Whitewater Holding Company LLC	Diversified Consumer Services	11.29%	S + 5.75%	12/21/27		2,009		1,979			1,949		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	11.31%	S + 5.75%	12/21/27		675		664			654		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	11.29%	S + 5.75%	12/21/27		670		660			650		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	11.22%	S + 5.75%	12/21/27		270		23			19		(4) (5) (6)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.92%	S + 6.50%	07/01/27		9,062		9,062			8,971		(4) (5)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.91%	S + 6.50%	07/01/27		938		402			393		(4) (5) (6)
Total 1st Lien/Senior Secured Debt								329,810			327,159
1st Lien/Last-Out Unitranche (9)- 7.31%
EDB Parent, LLC (dba Enterprise DB)	Software	12.14%	S + 6.75%	07/07/28	$	6,169	$	6,030		$	6,015		(4) (5)
EDB Parent, LLC (dba Enterprise DB)	Software	12.14%	S + 6.75%	07/07/28		2,401		899			839		(4) (5) (6)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services	1242.00%	S + 7.00%	08/24/28		6,222		6,145			6,144		(4)
Thor FinanceCo LLC (dba Harmoni Towers)	Wireless Telecommunication Services		S + 7.00%	08/24/28		3,778		(46	)		(47	)	(4) (6)
Towerco IV Holdings, LLC	Wireless Telecommunication Services	943.00%	S + 4.00%	08/31/28		6,668		3,046			3,045		(4) (6)
Total 1st Lien/Last-Out Unitranche								16,074			15,996

Investment (1)	Industry	Initial Acquisition Date(10)	Par/Shares (3)		Cost		Fair Value		Footnotes
Preferred Stock - 1.49%
CloudBees, Inc.	Software	11/24/21		134,557	$	1,505	$	1,810	(4) (5) (11)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		1,237		1,206		1,457	(4) (5) (11)
Total Preferred Stock						2,711		3,267
Common Stock - 0.41%
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		400	$	400	$	654	(4) (5) (8) (11)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		2,700		270		257	(4) (5) (11)
Total Common Stock						670		911
Warrants - 0.02%
CloudBees, Inc.	Software	11/24/21		38,977	$	216	$	38	(4) (5) (11)
Total Warrants						216		38
Total Investments - 158.71%						349,481		347,371
Investments in Affiliated Money Market Fund - 1.24%
Goldman Sachs Financial Square Government Fund - Institutional Shares				2,712,982		2,713		2,713	(12) (13)
Total Investments in Affiliated Money Market Fund						2,713		2,713
Total Investments - 159.95%					$	352,194	$	350,084

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

10

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of September 30, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

(1)

Percentages are based on net assets.

(2)

Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 6 month, 3 month or 1 month L or S rates. As of September 30, 2023, rates for the 1 month S was 5.32%, 3 month S was 5.40%, SN was 5.19%, 3 month C was 5.51% and P was 8.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2023.

(3)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Great British pound ("GBP") or Canadian dollar ("CAD").

(4)

Represents co-investments made 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”.

(5)

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

(6)

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".

(7)

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, 2023, the aggregate fair value of these non-qualifying securities is $60,684 or 15.98% of the Company’s total assets.

(8)

As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

(9)

In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(10)

Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and may be deemed to be “restricted securities”. As of September 30, 2023, the aggregate fair value of these securities is $4,216 or 1.92% of the Company's net assets. The initial acquisition dates have been included for such securities.

(11)

Non-income producing security.

(12)

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

(13)

The annualized seven-day yield as of September 30, 2023 is 5.24%.

PIK - Payment-In-Kind

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

11

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 139.64%
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	10.08%	S + 5.50%	05/08/28	$	7,661	$	7,521		$	7,508		(1) (2)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	05/08/28		740		(13	)		(15	)	(1) (2) (3)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	05/08/28		2,070		(19	)		(41	)	(1) (2) (3)
Bigchange Group Limited	Software	9.43%	SN + 6.00%	12/23/26		GBP 1,400		1,847			1,654		(1) (2) (4)
Bigchange Group Limited	Software	9.43%	SN + 6.00%	12/23/26		GBP 100		58			55		(1) (2) (3) (4)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26		GBP 280		(6	)		(8	)	(1) (2) (3) (4)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services	10.44%	S + 6.00%	01/25/28		6,228		6,133			5,979		(1) (2)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services		S + 6.00%	01/25/28		249		(4	)		(10	)	(1) (2) (3)
Businessolver.com, Inc.	Health Care Technology	9.67%	L + 5.50%	12/01/27		2,162		2,144			2,141		(1) (2)
Businessolver.com, Inc.	Health Care Technology	9.88%	L + 5.50%	12/01/27		586		47			44		(1) (2) (3)
Checkmate Finance Merger Sub, LLC	Entertainment	11.23%	L + 6.50%	12/31/27		3,639		3,575			3,529		(1) (2)
Checkmate Finance Merger Sub, LLC	Entertainment		L + 6.50%	12/31/27		367		(6	)		(11	)	(1) (2) (3)
Clearcourse Partnership Acquireco Finance Limited	IT Services	10.69%	SN + 7.25% (Incl. 0.75% PIK)	07/25/28		GBP 11,296		13,280			13,315		(1) (2) (4)
Clearcourse Partnership Acquireco Finance Limited	IT Services	9.55%	SN + 7.25% PIK	07/25/28		GBP 10,019		3,914			3,977		(1) (2) (3) (4)
CloudBees, Inc.	Software	11.39%	L + 7.00% (incl. 2.50% PIK)	11/24/26		3,352		3,180			3,293		(1) (2)
CloudBees, Inc.	Software	11.39%	L + 7.00% (incl. 2.50% PIK)	11/24/26		1,524		1,357			1,411		(1) (2) (3)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	9.82%	S + 5.50%	05/11/28		4,304		4,224			4,196		(1) (2)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	9.82%	S + 5.50%	05/11/28		615		112			108		(1) (2) (3)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.50%	05/11/28		1,294		(12	)		(32	)	(1) (2) (3)
Computer Services, Inc.	Diversified Financial Services	11.15%	S + 6.75%	11/15/29		15,867		15,396			15,391		(1)
Coretrust Purchasing Group LLC	Diversified Financial Services	10.84%	S + 6.75%	10/01/29		13,269		12,881			12,871		(1) (2)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(28	)		(58	)	(1) (2) (3)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(56	)		(58	)	(1) (2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	10.97%	S + 6.75%	11/01/28		6,765		6,566			6,562		(1)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	10.97%	S + 6.75%	11/01/28		638		45			45		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		5,394		—			—		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		1,124		—			—		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		787		—			—		(1) (3)
Governmentjobs.com, Inc. (dba NeoGov)	Software	9.88%	L + 5.50%	12/01/28		4,910		4,899			4,824		(1) (2)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	12/02/27		550		(1	)		(10	)	(1) (2) (3)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	12/01/28		1,718		(2	)		(30	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology	11.74%	L + 7.00%	04/09/26		4,100		4,035			4,008		(1) (2)
HealthEdge Software, Inc.	Health Care Technology	11.74%	L + 7.00%	04/09/26		387		387			378		(1) (2)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		400		(6	)		(9	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		1,100		(8	)		(25	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		6,000		—			(135	)	(1) (2) (3)
HumanState Limited (dba PayProp)	Diversified Consumer Services	9.43%	SN + 6.00%	11/23/28		GBP 15,000		17,830			17,862		(1) (4)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 2,300		(83	)		(42	)	(1) (3) (4)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 6,460		(173	)		(59	)	(1) (3) (4)
iCIMS, Inc.	Professional Services	11.52%	S + 7.25% (Incl. 3.88% PIK)	08/18/28		17,885		17,587			17,572		(1) (2)
iCIMS, Inc.	Professional Services		S + 7.25% (Incl. 3.88% PIK)	08/18/28		1,703		(28	)		(30	)	(1) (2) (3)
iCIMS, Inc.	Professional Services		S + 7.25%	08/18/28		4,751		—			(83	)	(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology	10.62%	S + 6.00%	05/11/29		3,616		3,549			3,544		(1) (2)
Intelligent Medical Objects, Inc.	Health Care Technology	10.61%	S + 6.00%	05/11/28		400		69			68		(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology		S + 6.00%	05/11/29		900		(8	)		(18	)	(1) (2) (3)

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

12

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
iWave Information Systems, Inc.	Software	11.22%	S + 6.75%	11/23/28	$	8,913	$	8,693		$	8,690		(1) (4)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28		1,087		(27	)		(27	)	(1) (3) (4)
Kaseya Inc.	IT Services	10.33%	S + 5.75%	06/25/29		5,800		5,718			5,713		(1) (2)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(2	)		(5	)	(1) (2) (3)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(5	)		(5	)	(1) (2) (3)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	11.22%	S + 7.00%	03/18/27		9,684		8,450			8,442		(1) (2) (3)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	9.31%	S + 6.00%	06/01/28		6,825		6,699			6,620		(1) (2)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	10.63%	S + 6.00%	06/01/28		1,714		1,116			1,106		(1) (2) (3)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services		S + 6.00%	06/01/28		857		(16	)		(26	)	(1) (2) (3)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.87%	S + 6.00%	12/15/27		5,180		5,026			5,076		(1) (2)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.87%	S + 6.00%	12/15/27		1,196		1,175			1,172		(1) (2)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	12.5%	P + 5.00%	12/15/27		259		47			47		(1) (2) (3)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.13%	L + 5.75%	11/30/27		1,993		1,960			1,934		(1) (2)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.27%	L + 5.75%	11/30/27		2,024		1,634			1,606		(1) (2) (3)
NFM & J, L.P. (dba the Facilities Group)	Professional Services		L + 5.75%	11/30/27		349		(6	)		(11	)	(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		7,810		7,663			7,654		(1) (2)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		770		763			755		(1) (2)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.53%	S + 7.50%	07/18/28		880		407			389		(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	07/18/28		605		(11	)		(12	)	(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	07/18/28		880		(8	)		(18	)	(1) (2) (3)
Qualawash Holdings, LLC	Commercial Services & Supplies	9.44%	L + 5.50%	08/31/26		2,915		2,877			2,857		(1) (2)
Qualawash Holdings, LLC	Commercial Services & Supplies	9.89%	L + 5.50%	08/31/26		735		598			591		(1) (2) (3)
Qualawash Holdings, LLC	Commercial Services & Supplies		L + 5.50%	08/31/26		736		(9	)		(15	)	(1) (2) (3)
Rubrik,Inc.	Software	10.75%	S + 6.50%	06/10/27		11,126		10,923			10,903		(1) (2)
Rubrik,Inc.	Software	11.45%	S + 7.00%	06/10/27		1,272		541			515		(1) (2) (3)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	10.44%	S + 6.00%	07/06/27		3,483		3,418			3,413		^ (1) (2)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		600		(11	)		(12	)	^ (1) (2) (3)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		2,400		(22	)		(48	)	^ (1) (2) (3)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		3,472		3,418			3,386		(1) (2)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		1,518		595			574		(1) (2) (3)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		456		54			49		(1) (2) (3)
Spotless Brands, LLC	Diversified Consumer Services	10.92%	S + 6.50%	07/25/28		10,725		10,407			10,403		(1)
Spotless Brands, LLC	Diversified Consumer Services		S + 6.50%	07/25/28		1,650		(24	)		(25	)	(1) (3)
Trader Corporation	Automobiles	11.40%	C + 6.75%	12/21/29		CAD 17,049		12,319			12,276		(1) (4)
Trader Corporation	Automobiles		C + 6.75%	12/22/28		CAD 1,279		(15	)		(24	)	(1) (3) (4)
WebPT, Inc.	Health Care Technology	10.98%	L + 6.75%	01/18/28		3,255		3,213			3,158		(1) (2)
WebPT, Inc.	Health Care Technology	11.26%	L + 6.75%	01/18/28		278		104			99		(1) (2) (3)
WebPT, Inc.	Health Care Technology		L + 6.75%	01/18/28		278		(2	)		(8	)	(1) (2) (3)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		2,025		1,990			1,969		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		680		668			661		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		676		664			657		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.54%	L + 6.00%	12/21/27		6,200		572			511		(1) (2) (3)
Whitewater Holding Company LLC	Diversified Consumer Services	10.50%	L + 5.75%	12/21/27		270		90			87		(1) (2) (3)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	10.90%	S + 6.50%	07/01/27		9,062		9,062			8,971		(1) (2)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27		938		—			(9	)	(1) (2) (3)
Total 1st Lien/Senior Secured Debt								240,889			239,700

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

13

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost		Fair Value		Footnotes
1st Lien/Last-Out Unitranche (5)- 3.67%
EDB Parent, LLC (dba Enterprise DB)	Software	11.58%	S + 7.00%	07/07/28	$	6,169	$	6,012	$	6,015	(1) (2)
EDB Parent, LLC (dba Enterprise DB)	Software	11.58%	S + 7.00%	07/07/28		2,401		340		280	(1) (2) (3)
Total 1st Lien/Last-Out Unitranche								6,352		6,295

Investment #	Industry	Initial Acquisition Date(6)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 1.65%
CloudBees, Inc.	Software	11/24/21		134,557	$	1,505	$	1,477	(1) (2) (7)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		1,237		1,206		1,349	(1) (2) (7)
Total Preferred Stock						2,711		2,826
Common Stock - 0.45%
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		400	$	400	$	490	^ (1) (2) (7)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		2,700		270		278	(1) (2) (7)
Total Common Stock						670		768
Warrants - 0.04%
CloudBees, Inc.	Software	11/24/21		38,977	$	216	$	71	(1) (2) (7)
Total Warrants						216		71
Total Investments - 145.45%					$	250,838	$	249,660

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

14

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

(+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either L, S, SN, C or alternate base rate (commonly based on the P, unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L were 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, 3 month C was 4.94%, P was 7.50% and Canadian Prime rate ("CDN P") was 6.45%. 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, 2022.

(++) 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 $ unless otherwise noted, €, GBP, or CAD

# Percentages are based on net assets.

^ As defined in the Investment Company Act, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions���.

(1) Represents co-investments made with 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 fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

(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 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, 2022, the aggregate fair value of these securities is $57,669 or 22.51% of the Company’s total assets.

(5) In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(6) Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities”. As of December 31, 2022, the aggregate fair value of these securities is $3,665 or 2.14% 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 an integral part of these unaudited consolidated financial statements.

15

Goldman Sachs Middle Market Lending Corp. II

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

(Unaudited)

1. ORGANIZATION

Goldman Sachs Middle Market Lending LLC II ("MMLC LLC II") was formed on February 21, 2020. Effective November 23, 2021, MMLC LLC II converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. II (the “Company”, which term refers to either Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II together with its consolidated subsidiary, as the context may require), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC II. The Company commenced operations on October 29, 2021. On November 23, 2021, the Company's initial investors (other than the Initial Member (as defined below)) funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member's initial capital contribution to MMLC LLC II was cancelled. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act. In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2021.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

The Company is conducting an offering pursuant to which investors will make a capital commitment (a “Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company pursuant to which the investor will agree to purchase common stock for an aggregate purchase price equal to its Commitment. Each investor will be required to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice at least five business days (measured from the date we send such notice by mail or electronically, as applicable, rather than the date such notice is received) prior to the required funding date (the “Drawdown Date”). The offering and sale of common stock will be exempt from registration pursuant to Regulation D and Regulation S promulgated under the U.S. Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering and for offers and sale of securities outside of the United States.

GS & Co. and Goldman Sachs International will assist the Company in conducting its private placement offering pursuant to agreements between the Company and each of GS & Co. and Goldman Sachs International.

On October 4, 2021 ("Initial Closing Date"), the Company began accepting subscription agreements ("Subscription Agreements") from investors acquiring shares of its common stock of the Company 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 stock each time the Company delivers a drawdown notice. The final date on which the Company accepted Subscription Agreements occurred on March 24, 2023 (the “Final Closing Date”).

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date, provided that it may be extended by the board of directors of the Company (the “Board of Directors” or “Board”), in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the stockholders, for up to one additional year thereafter (such period, including any extensions, the “Investment Period”). 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 our anticipated expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the Investment Period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of GSAM’s Private Credit Team (the “BDC Investment Committee”) prior to the expiration of the Investment Period, (iii) to engage in hedging transactions, or (iv) to make additional investments in existing portfolio companies, which may include new financings of such portfolio companies (each, an “Additional Investment”) (including transactions to hedge interest rate or currency risks related to an Additional Investment).

16

The Company will continue to operate as a private reporting company, until the earlier of the following events, each referred to as an “Exit Event”: (i) any listing of the Company’s shares of common stock on a national securities exchange (a “listing”), including in connection with an initial public offering (“IPO”), (ii) merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act or (iii) the sale of all or substantially all of the assets of the Company. If the Company has not consummated an Exit Event by the sixth anniversary of the Final Closing Date, the Board of Directors (to the extent consistent with its fiduciary duties and subject to any necessary stockholder approvals and applicable requirements of the Investment Company Act and the Code) will meet to consider the Company’s potential wind down and/or liquidation and dissolution.

An affiliate of the Investment Adviser made a capital commitment to the Company of $0.10 on October 29, 2021 and served as the Company’s sole initial member (the “Initial Member”). The Company cancelled the Initial Member’s interest in the Company on November 23, 2021, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase shares of the Company’s common stock (the “Initial Drawdown Date”).

The Company has formed a wholly owned subsidiary, which is structured as Delaware limited liability company, to hold certain equity or equity-like investments in portfolio companies.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is USD and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2023. The results for the three and nine months ended September 30, 2023 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 subsidiary, MMLC II Blocker I, 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, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Accelerated amortization of upfront loan origination fees and unamortized discounts	$	190	$	—	$	258	$	—

17

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

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

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

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

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s 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, 2023 and December 31, 2022, 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 price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

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

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)

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

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(2)

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

(3)

The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4)

The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)

The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

(6)

Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of September 30, 2023 and December 31, 2022, the Company held an aggregate cash balance of $24,105 and $3,675. Foreign currency of $1,038 and $375 (acquisition cost of $1,068 and $371) is included in cash as of September 30, 2023 and December 31, 2022.

Foreign Currency Translation

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

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

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

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Income Taxes

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

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

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2021. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders 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 stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

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

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce a stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), 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 stockholders are recorded on the ex-dividend 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 stockholders 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 stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders 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 Bank of America, N.A (the “BoA Revolving Credit Facility”) and the revolving credit facility between the Company and Truist Bank (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the respective terms of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

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Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of shares, 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 Management Agreement

The Company entered into an investment management agreement effective as of November 1, 2021 (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities. The Board approved the continuation of the Investment Management Agreement on August 2, 2023.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is equal to 0.1875% (i.e., an annual rate of 0.75%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. For the avoidance of doubt, the Management Fee for the Company's first quarter (i.e., the period beginning on the Initial Drawdown Date and ending on the last day of the quarter in which the Initial Drawdown Date occurred) will be equal to 0.1875% (i.e., an annual rate of 0.75%) of the Company's average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of such quarter. The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests. Following the occurrence (if any) of a listing, the Management Fee will be equal to 0.25% (i.e., an annual rate of 1.00%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of the Company's first quarter-end following any listing, the Company's gross assets as of such quarter-end).

For the three and nine months ended September 30, 2023, Management Fees amounted to $611 and $1,651. As of September 30, 2023, $611 remained payable. For the three and nine months ended September 30, 2022, Management Fees amounted to $238 and $431 and the Investment Adviser voluntarily waived $0 and $193 of such Management Fees.

Incentive Fee

Pursuant to the Investment Management Agreement, the Company pays to the Investment Adviser an incentive fee (the “Incentive Fee”) as follows:

The Incentive Fee consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company’s Investment Adviser is entitled to receive the Incentive Fee based on Company income if the Company’s Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” (as defined below) of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account any changes in the market price of the Company’s common stock. The Incentive Fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters or if shorter, the number of quarters that have occurred since the Initial Drawdown Date (in either case, the “Trailing Twelve Quarters”). However, following the occurrence (if any) of a listing, the Trailing Twelve Quarters will be “reset” so as to include, as of the end of any quarter, the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since the listing, rather than the number of quarters that have occurred since the Initial Drawdown Date).

The “hurdle amount” for the Incentive Fee based on income is determined on a quarterly basis, and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter in the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which shall include all issuances by the Company of shares of its common stock) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated. For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) Ordinary Income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.”

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The Incentive Fee based on income for each quarter is determined as follows:

•

No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

•

100% of the Ordinary Income (as defined below), if any, that exceeds the hurdle amount, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 2.0588% (or 2.1875% in the event of a listing) multiplied by the Company’s NAV at the beginning of each applicable calendar quarter included in the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

•

15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but will not exceed the Incentive Fee Cap (as described below, and subject to the limitations set forth in Section 205(b)(3) of the Advisers Act).

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Ordinary Income” means interest income, dividend income and any other income (including any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter minus our operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee).

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap. In certain limited circumstances, an Incentive Fee based on income will be payable to the Investment Adviser although the net income for such quarter did not exceed the hurdle rate or the Incentive Fee will be higher than it would have been if calculated based on the Company’s performance for the applicable quarter without taking into account the Trailing Twelve Quarters.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

For the three and nine months ended September 30, 2023, Incentive Fees based on income amounted to $0 and $0. For the three and nine months ended September 30, 2022, Incentive Fees based on income amounted to $0 and $0.

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ii. Annual Incentive Fee Based on Capital Gains

The portion of Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year or, in the event of a listing, the date on which such event occurs. At the end of each calendar year (or the occurrence of a listing), the Company will pay the Investment Adviser an Incentive Fee equal to (A) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) until the end of such calendar year or listing, as applicable, minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) through the end of such calendar year or listing, as applicable. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A), above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods (or, following the occurrence (if any) of a listing, in all prior periods beginning with the date on which such event occurs). If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three and nine months ended September 30, 2023, the Company accrued Incentive Fees based on capital gains under GAAP of $0 and $0. For the three and nine months ended September 30, 2022, the Company accrued Incentive Fees based on capital gains under GAAP of $0 and $(31), which were not realized.

Administration and Custodian Fees

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

For the three and nine months ended September 30, 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $96 and $280. As of September 30, 2023, $90 remained payable. For the three and nine months ended September 30, 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of $71 and $211.

Transfer Agent Fees

The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. The Company pays the Transfer Agent fees at an annual rate of 0.15% of the average of the NAV of the Company at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s NAV as of such quarter-end).

For the three and nine months ended September 30, 2023, the Company incurred expenses for services provided by the Transfer Agent of $75 and $206. As of September 30, 2023, $75 remained payable. For the three and nine months ended September 30, 2022, the Company incurred expenses for services provided by the Transfer Agent of $33 and $72.

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Affiliates

The table below presents the Company’s affiliated investments:

	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Nine Months Ended September 30, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	84,904	$	(82,191	)	$	—	$	—	$	2,713	$	102
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,843		490		(26	)		—		186		4,493		331
Total Non-Controlled Affiliates	$	3,843	$	85,394	$	(82,217	)	$	—	$	186	$	7,206	$	433
For the Year Ended December 31, 2022
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	23,067	$	135,038	$	(158,105	)	$	—	$	—	$	—	$	47
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		—		3,803		(18	)		—		58		3,843		174
Total Non-Controlled Affiliates	$	23,067	$	138,841	$	(158,123	)	$	—	$	58	$	3,843	$	221

(1)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of September 30, 2023 and December 31, 2022, there were $605 and $335 included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-Investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments, and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.

In addition, the Company has filed an application to amend the Relief to permit the Company to participate in follow-on investments in the Company's existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive order.

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Placement Agent Agreement

The Company has entered into an agreement with each of Goldman, Sachs & Co. LLC and Goldman Sachs International pursuant to which Goldman, Sachs & Co. LLC and Goldman Sachs International will assist the Company in conducting private placement offerings. Goldman, Sachs & Co. LLC and Goldman Sachs International have entered into or will enter into sub-placement agreements (together with the agreements with Goldman Sachs & Co. LLC and Goldman Sachs International, the “Placement Agent Agreements”) with various sub-placement agents to assist in conducting the private placement offering. The placement agents are not expected to be compensated by the Company for their services, but may charge investors a placement fee with respect to their investments in the Company. The placement agents may also be compensated by the Investment Adviser, in its discretion, for certain services including promotional and marketing support, stockholder servicing, operational and recordkeeping, sub-accounting, networking or administrative services. These payments are made out of the Investment Adviser’s own resources and/or assets, including from the revenues or profits derived from the advisory fees the Investment Adviser receives from the Company.

4. INVESTMENTS

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

	September 30, 2023				December 31, 2022
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	329,810	$	327,159	$	240,889	$	239,700
1st Lien/Last-Out Unitranche		16,074		15,996		6,352		6,295
Preferred Stock		2,711		3,267		2,711		2,826
Common Stock		670		911		670		768
Warrants		216		38		216		71
Total investments	$	349,481	$	347,371	$	250,838	$	249,660

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

	September 30, 2023						December 31, 2022
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Software		15.1	%		24.0	%		16.2	%		23.6	%
Diversified Consumer Services		14.6			23.2			17.1			24.9
Diversified Financial Services		14.3			22.6			19.7			28.7
Health Care Providers & Services		9.8			15.6			9.2			13.4
Health Care Technology		8.2			13.0			8.9			12.8
IT Services		7.5			11.8			9.2			13.4
Professional Services		6.2			9.8			8.4			12.2
Automobiles		3.5			5.6			4.9			7.1
Real Estate Mgmt. & Development		2.7			4.3			3.6			5.2
Commercial Services & Supplies		1.4			2.2			1.4			2.0
Entertainment		1.0			1.6			1.4			2.1
Aerospace & Defense		3.8			6.1			—			—
Media		2.7			4.3			—			—
Consumer Retail		2.0			3.2			—			—
Wireless Telecommunication Services		2.6			4.2			—			—
Textiles, Apparel & Luxury Goods		1.7			2.7			—			—
Leisure Equipment & Products		1.6			2.5			—			—
Distributors		1.3			2.0			—			—
Total		100.0	%		158.7	%		100.0	%		145.4	%

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

Geographic	September 30, 2023			December 31, 2022
United States		82.5	%		80.4	%
United Kingdom		11.5			14.7
Canada		6.0			4.9
Total		100.0	%		100.0	%

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5. FAIR VALUE MEASUREMENT

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

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

Basis of Fair Value Measurement

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

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

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

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

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

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

26

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, 2023 and December 31, 2022. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

Level 3 Instruments	Fair Value(1) (2)		Valuation Techniques (3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of September 30, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	283,646	Discounted cash flows	Discount Rate	9.5% - 15.3%	11.2%
1st Lien/Last-Out Unitranche		6,854	Discounted cash flows	Discount Rate	—	12.1%
Equity
Preferred Stock	$	1,457	Comparable multiples	EV/EBITDA(6)	—	34.5x
		1,810	Comparable multiples	EV/Revenue	—	4.2x
Common Stock		911	Comparable multiples	EV/EBITDA(6)	9.3x - 16.0x	11.2x
Warrants		38	Comparable multiples	EV/Revenue	—	4.2x
As of December 31, 2022
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	168,648	Discounted cash flows	Discount Rate	7.4% - 11.5%	9.9%
1st Lien/Last-Out Unitranche		6,295	Discounted cash flows	Discount Rate	—	10.9%
Equity
Preferred Stock	$	1,349	Comparable multiples	EV/EBITDA(6)	—	27.9x
		1,477	Comparable multiples	EV/Revenue	—	4.0x
Common Stock		768	Comparable multiples	EV/EBITDA(6)	9.1x - 18.3x	12.4x
Warrants		71	Comparable multiples	EV/Revenue	—	4.0x

(1)

As of September 30, 2023, included within Level 3 assets of $347,371 is an amount of $52,655 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 $290,500 or 84.7% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)

As of December 31, 2022, included within Level 3 assets of $249,660 is an amount of $71,052 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 $174,943 or 71.1% 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”).

27

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, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.

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

	September 30, 2023								December 31, 2022
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	327,159	$	327,159	$	—	$	—	$	239,700	$	239,700
1st Lien/Last-Out Unitranche		—		—		15,996		15,996		—		—		6,295		6,295
Preferred Stock		—		—		3,267		3,267		—		—		2,826		2,826
Common Stock		—		—		911		911		—		—		768		768
Warrants		—		—		38		38		—		—		71		71
Investments in Affiliated Money Market Fund		2,713		—		—		2,713		—		—		—		—
Total	$	2,713	$	—	$	347,371	$	350,084	$	—	$	—	$	249,660	$	249,660

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, 2023
1st Lien/Senior Secured Debt	$	239,700	$	96,289	$	37	$	(1,462	)	$	(8,374	)	$	969	$	—	$	—	$	327,159	$	(1,541	)
1st Lien/Last-Out Unitranche		6,295		9,701		—		(21	)		—			21		—		—		15,996		(21	)
Preferred Stock		2,826		—		—		441			—			—		—		—		3,267		441
Common Stock		768		—		—		143			—			—		—		—		911		143
Warrants		71		—		—		(33	)		—			—		—		—		38		(33	)
Total assets	$	249,660	$	105,990	$	37	$	(932	)	$	(8,374	)	$	990	$	—	$	—	$	347,371	$	(1,011	)
For the Nine Months Ended September 30, 2022
1st Lien/Senior Secured Debt	$	26,413	$	139,092	$	—	$	(1,958	)	$	(6,880	)	$	189	$	—	$	—	$	156,856	$	(1,958	)
1st Lien/Last-Out Unitranche		—		6,004		—		38			—			4		—		—		6,046		38
Preferred Stock		2,711		—		—		(26	)		—			—		—		—		2,685		(26	)
Common Stock		270		400		—		5			—			—		—		—		675		5
Warrants		216		—		—		(161	)		—			—		—		—		55		(161	)
Total assets	$	29,610	$	145,496	$	—	$	(2,102	)	$	(6,880	)	$	193	$	—	$	—	$	166,317	$	(2,102	)

(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, if any, are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

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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, 2023 and December 31, 2022, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.

6. DEBT

On November 1, 2021, 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, 2023 and December 31, 2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 239% and 316%.

The Company’s outstanding debt was as follows:

	September 30, 2023						December 31, 2022
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
BoA Revolving Credit Facility(1)	$	127,586	$	127,586	$	—	$	156,586	$	76,796	$	79,443
Truist Revolving Credit Facility(2)		305,000		147,256		157,967		—		—		—
Total debt	$	432,586	$	274,842	$	157,967	$	156,586	$	76,796	$	79,443

(1)

Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date.As of September 30, 2023, the Company had outstanding borrowings of $0. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000 and in GBP of £30,665 and in CAD of 16,750.

(2)

Provides, under certain circumstances, a total borrowing capacity of $750,000. As of September 30, 2023, the Company had outstanding borrowings denominated in USD of $107,000, in GBP of £31,665 and in CAD of 16,750.

The combined weighted average interest rate of the aggregate borrowings outstanding for the nine months ended September 30, 2023 was 7.45% and for the year ended December 31, 2022 was 5.30%. The combined weighted average debt of the aggregate borrowings outstanding for the nine months ended September 30, 2023 was $117,819 and for the year ended December 31, 2022 was $33,710.

BoA Revolving Credit Facility

The Company entered into the BoA Revolving Credit Facility on November 26, 2021 with Bank of America, N.A., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. Subject to availability under the “Borrowing Base,” the maximum principal amount of the BoA Revolving Credit Facility was $127,586 as of September 30, 2023. 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 BoA Revolving Credit Facility is November 24, 2023. The Company amended the BoA Revolving Credit Facility on July 26, 2022 and November 14, 2022.

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

Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, the Company had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, the Company has the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). The Company pays a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.

29

Amounts drawn under the BoA 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 BoA Revolving Credit Facility. In addition, any transfer of shares from a stockholder whose undrawn commitments are included in the Borrowing Base to a stockholder 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 BoA 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 BoA 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 stockholder in excess of such stockholder's obligation to contribute capital to the Company.

The BoA 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 stockholders’ ownership interest in the shares. The BoA Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. As of September 30, 2023, the Company was in compliance with these covenants.

Costs of $956 were incurred in connection with obtaining and amending the BoA Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the BoA Revolving Credit Facility using the straight-line method. As of September 30, 2023 and December 31, 2022, outstanding deferred financing costs were $91 and $484.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Borrowing interest expense	$	486		$	706		$	3,775		$	897
Facility fees		93			58			187			153
Amortization of financing costs		152			121			445			266
Total	$	731		$	885		$	4,407		$	1,316
Weighted average interest rate		7.97	%		5.09	%		7.48	%		4.60	%
Average outstanding balance	$	24,179		$	55,127		$	67,446		$	26,075

Truist Revolving Credit Facility

The Company entered into the Truist Revolving Credit Facility on February 28, 2023 with Truist Bank, as administrative agent, lead arranger, letter of credit issuer and lender.

The Truist Revolving Credit Facility is a multicurrency facility, and as of September 30, 2023, total commitments under the Truist Revolving Credit Facility were $305,000. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility to $750,000. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 28, 2028.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company's election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, the Company may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

30

The Company’s obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum shareholders’ equity, (ii) maintaining an asset coverage ratio of at least 1.50 to 1 and (iii) restrictions on industry concentrations in the Company’s investment portfolio. As of September 30, 2023, the Company was in compliance with these covenants.

The Truist Revolving Credit Facility may be guaranteed by certain of the Company’s subsidiaries that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). The Truist Revolving Credit Facility also includes representations and warranties, conditions precedent to funding of draws and events of default (including a change in control event of default trigger).

Costs of $3,070 were incurred in connection with obtaining the Truist Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Truist Revolving Credit Facility using the straight-line method. As of September 30, 2023 and December 31, 2022, outstanding deferred financing costs were $2,714 and $0.

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023			September 30, 2022	September 30, 2023			September 30, 2022
Borrowing interest expense	$	2,173		N/A	$	2,792		N/A
Facility fees		199		N/A		595		N/A
Amortization of financing costs		162		N/A		355		N/A
Total	$	2,534		N/A	$	3,742		N/A
Weighted average interest rate		7.45	%	N/A		7.41	%	N/A
Average outstanding balance	$	115,689		N/A	$	50,373		N/A

7. COMMITMENTS AND CONTINGENCIES

Capital Commitments

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

	September 30, 2023							December 31, 2022
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Stock	$	546,425	$	328,197		40	%	$	543,340	$	367,875		32	%

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Portfolio Company Commitments

The Company may enter into investment commitments to fund investments 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, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

	Unfunded Commitment Balances (1)
	September 30, 2023		December 31, 2022
1st Lien/Senior Secured Debt
Admiral Buyer, Inc. (dba Fidelity Payment Services)	$	2,810	$	2,810
Arrow Buyer, Inc. (dba Archer Technologies)		679		—
Bigchange Group Limited		342		402
BSI3 Menu Buyer, Inc (dba Kydia)		249		249
Businessolver.com, Inc.		536		536
Checkmate Finance Merger Sub, LLC		367		367
Circustrix Holdings, LLC (dba SkyZone)		1,092		—
Clearcourse Partnership Acquireco Finance Limited		6,329		7,832
CloudBees, Inc.		86		86
Coding Solutions Acquisition, Inc.		10,983		1,786
Coretrust Purchasing Group LLC		3,865		3,864
Crewline Buyer, Inc. (dba New Relic)		13,000		—
CST Buyer Company (dba Intoxalock)		638		574
DFS Holding Company, Inc.		564		7,102
Frontgrade Technologies Holdings Inc.		1,981		—
Fullsteam Operations LLC		15,592		—
Governmentjobs.com, Inc. (dba NeoGov)		2,061		2,268
Groundworks, LLC		350		—
HealthEdge Software, Inc.		2,279		7,500
Highfive Dental Holdco, LLC		3,240		—
HumanState Limited (dba PayProp)		10,688		10,591
iCIMS, Inc.		5,631		6,454
Intelligent Medical Objects, Inc.		993		1,224
iWave Information Systems, Inc.		1,087		1,087
Kaseya Inc.		591		700
MerchantWise Solutions, LLC (dba HungerRush)		953		1,414
Millstone Medical Outsourcing, LLC		219		207
NFM & J, L.P. (dba the Facilities Group)		523		707
PDDS Holdco, Inc. (dba Planet DDS)		2,730		1,958
Recochem, Inc		9,856		—
Recorded Books Inc. (dba RBMedia)		321		—
Rubrik, Inc.		1,367		732
Singlewire Software, LLC		1,251		—
Solaris (dba Urology Management Holdings, Inc.)		1,681	—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		2,520		3,000
SpendMend, LLC		1,148		1,302
Superior Environmental Solutions		1,058	—
Trader Corporation		941		945
VASA Fitness Buyer, Inc.		1,466	—
WebPT, Inc.		289		449
Whitewater Holding Company LLC		1,964		5,741
Zarya Intermediate, LLC (dba iOFFICE)		536		938
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	—			1,097
Qualawash Holdings, LLC	—			865
Spotless Brands, LLC	—			1,650
Total 1st Lien/Senior Secured Debt	$	114,856	$	76,437
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	1,502	$	2,061
Thor FinanceCo LLC (dba Harmoni Towers)		3,778		—
Towerco IV Holdings, LLC		3,529		—
Total 1st Lien/Last-Out Unitranche	$	8,809	$	2,061
Total	$	123,665	$	78,498

(1)

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

Contingencies

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

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8. NET ASSETS

Capital Drawdowns

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

Share Issue Date	Shares Issued		Proceeds Received
For the nine months ended September 30, 2023
February 21, 2023		62,172	$	1,145
June 20, 2023		54,300		1,003
August 21, 2023		2,212,911		40,615
Total capital drawdowns		2,329,383	$	42,763
For the nine months ended September 30, 2022
March 16, 2022		1,823,817	$	34,051
July 27, 2022		856,930		15,811
September 19, 2022		2,069,029		38,195
Total capital drawdowns		4,749,776	$	88,057

Distributions

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

Date Declared	Record Date	Payment Date	Amount Per Share
For the nine months ended September 30, 2023
February 28, 2023	April 5, 2023	April 27, 2023	$	0.50
May 3, 2023	July 6, 2023	July 28, 2023	$	0.50
August 2, 2023	October 3, 2023	October 28, 2023	$	0.39
For the Nine Months Ended September 30, 2022
May 2, 2022	July 5, 2022	July 28, 2022	$	0.02
August 3, 2022	October 3, 2022	October 28, 2022	$	0.12

9. EARNINGS (LOSS) PER SHARE

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net increase (decrease) in net assets from operations	$	5,208	$	288	$	13,941	$	(561	)
Weighted average shares outstanding		10,508,157		4,146,018		9,808,882		3,065,139
Basic and diluted earnings (loss) per share	$	0.50	$	0.07	$	1.42	$	(0.18	)

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

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10. FINANCIAL HIGHLIGHTS

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

	For the Nine Months Ended			For the Nine Months Ended
	September 30, 2023			September 30, 2022
Per Share Data:(1)
NAV, beginning of period	$	18.25		$	18.73
Net investment income (loss)		1.52			0.09
Net realized and unrealized gains (losses)(2)		(0.12	)		(0.32	)
Net increase (decrease) in net assets from operations(2)	$	1.40		$	(0.23	)
Distributions declared from net investment income		(1.00	)		(0.02	)
Total increase (decrease) in net assets	$	0.40		$	(0.25	)
NAV, end of period	$	18.65		$	18.48
Shares outstanding, end of period		11,734,880			6,187,350
Weighted average shares outstanding		9,808,882			3,065,139
Total return based on NAV(3)		7.67	%		(1.23	%)
Supplemental Data/Ratio(4):
Net assets, end of period	$	218,865		$	114,370
Ratio of net expenses to average net assets		8.90	%		10.14	%
Ratio of expenses (without incentive fees and interest and other debt expenses)  to average net assets		2.93	%		7.10	%
Ratio of interest and other debt expenses to average net assets		5.97	%		3.10	%
Ratio of incentive fees to average net assets	—%				(0.06	%)
Ratio of total expenses to average net assets		8.90	%		10.61	%
Ratio of net investment income to average net assets		10.94	%		0.60	%
Portfolio turnover		3	%		9	%

(1)

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

(2)

The amount shown may not correspond for the period as it includes the effect of the timing of capital drawdowns and distributions.

(3)

Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

(4)

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

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11. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On October 6, 2023, the Company delivered a capital drawdown notice to its investors relating to the issuance and sale of approximately 2.2 million shares of common stock for an aggregate offering price of $40,787. The shares were issued on October 18, 2023.

On November 1, 2023, the Board of Directors declared a distribution equal to an amount up to the Company's taxable earnings per share, including net investment income (if positive) for the period October 1, 2023 through December 31, 2023, payable on or about January 29, 2024 to shareholders of record as of December 29, 2023.

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

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

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2021. From our commencement of investment operations on October 29, 2021 through September 30, 2023, we have originated $502.44 million in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that extend deeper in a borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first-out” portion of a unitranche loan while we retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

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

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

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

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

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form 10-K for the year ended December 31, 2022.

Replacement of Interbank Offered Rates (IBORs) Including the London InterBank Offered Rate (“LIBOR”):

On July 1, 2023, the publication of all LIBOR settings as representative rates has ceased. The Financial Conduct Authority has allowed the publication and use of synthetic rates for certain U.S. dollar (“USD”) LIBOR settings in legal USD LIBOR-based contracts through September 2024. Since January 1, 2022, our new investments have generally been indexed to SOFR. As of September 30, 2023, we have facilitated an orderly transition of a majority of our investments and our Revolving Credit Facilities (as defined below) to SOFR or to alternative risk-free reference rates. Any remaining USD LIBOR-based investments will have transitioned subsequent to September 30, 2023 or have fallback provisions that will be utilized.

KEY COMPONENTS OF OPERATIONS

Investments

Our level of investment activity can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

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

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Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with the investment management agreement (the “Investment Management Agreement”) and administration agreement (“Administration Agreement”), including:

•

our operational, offering and organizational expenses;

•

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

•

interest payable on debt, if any, incurred to finance our investments;

•

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

•

brokers’ commissions;

•

fees and expenses associated with calculating our NAV (including expenses of any Independent Valuation Advisor);

•

legal, auditing or accounting expenses;

•

taxes or governmental fees;

•

the fees and expenses of our Administrator, transfer agent and/or sub-transfer agent;

•

the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of the shares;

•

the expenses of, and fees for, registering or qualifying common stock for sale, maintaining our registration and qualifying and registering the Company as a broker or a dealer;

•

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

•

the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

•

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

•

insurance premiums;

•

costs of holding stockholder meetings;

•

listing fees, if any; and

•

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

In addition, we shall bear the fees and expenses related to the preparation and maintaining of any necessary registrations with regulators in order to market the common stock of the Company in certain jurisdictions and fees and expenses associated with preparation and maintenance of any key information document or similar document required by law or regulation.

Our Investment Adviser will not be required to pay expenses of activities, which are primarily intended to result in sales of common stock, including all costs and expenses associated with the preparation and distribution of the Subscription Agreements.

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

Leverage

We expect from time to time to borrow funds for a variety of purposes, subject to the limitations of the Investment Company Act, including to bridge fundings for investments in advance of drawdowns, as part of our investment strategy, to meet other short-term liquidity needs, including to pay the Management Fee, and to facilitate our hedging activities. Sources of leverage include the issuance of senior securities (including preferred stock) and other credit facilities (secured by investments and/or pledges of Undrawn Commitments).

Our revolving credit agreement with Bank of America, N.A., as administrative agent (as amended, the “BoA Revolving Credit Facility”), and our revolving credit agreement with Truist Bank, as administrative agent (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"), allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).

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Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the “Board of Directors” or the “Board”) of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

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

	As of
	September 30, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	($ in millions)
First Lien/Senior Secured Debt	$	329.80	$	327.16	$	240.89	$	239.70
First Lien/Last-Out Unitranche		16.07		15.99		6.35		6.30
Preferred Stock		2.71		3.27		2.71		2.83
Common Stock		0.67		0.91		0.67		0.77
Warrants		0.22		0.04		0.22		0.07
Total investments	$	349.47	$	347.37	$	250.84	$	249.67

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

	As of
	September 30, 2023						December 31, 2022
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		12.5	%		12.7	%		11.2	%		11.3	%
First Lien/Last-Out Unitranche(2)(3)		13.0	%		13.1	%		13.2	%		13.2	%
Preferred Stock(4)		—			—			—			—
Common Stock(4)		—			—			—			—
Warrants(4)		—			—			—			—
Total Portfolio		12.4	%		12.6	%		11.1	%		11.2	%

(1)

The weighted average yield of our portfolio does not represent the total return to our stockholders.

(2)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

(3)

The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)

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

As of September 30, 2023, the total portfolio weighted average yield measured at amortized cost and fair value was 12.4% and 12.6%, as compared to 11.1% and 11.2%, as of December 31, 2022. The increase in the weighted average yield at amortized cost and fair value was primarily driven by rising interest rates and increased market volatility.

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

	As of
	September 30, 2023				December 31, 2022
Number of portfolio companies			49				34
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%
Weighted average leverage (net debt/EBITDA)(3)			5.4	x			5.7	x
Weighted average interest coverage(3)			1.6	x			1.7	x
Median EBITDA(3)	$	60.33 million			$	51.54 million

(1)

Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

(2)

Includes income producing preferred stock investments, if applicable.

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(3)

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

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

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

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

As of September 30, 2023 and December 31, 2022, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 35.5% and 41.4% of total debt investments at fair value.

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

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

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

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

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

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

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Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:

	As of
	September 30, 2023					December 31, 2022
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in millions)					(in millions)
Grade 1	$	—		0.0	%	$	—		—	%
Grade 2		338.86		97.6			249.66		100.0
Grade 3		8.51		2.4			—		—
Grade 4		—		—			—		—
Total Investments	$	347.37		100.0	%	$	249.66		100.0	%

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

	As of
	September 30, 2023					December 31, 2022
	Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	(in millions)					(in millions)
Performing	$	349.48		100.0	%	$	250.84		100.0	%
Non-accrual		—		—			—		—
Total Investments	$	349.48		100.0	%	$	250.84		100.0	%

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

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

	For the Three Months Ended			For the Three Months Ended
	September 30, 2023			September 30, 2022
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	86.10		$	109.47
First Lien/Last-Out Unitranche		16.45			—
Common Stock		—			0.40
Total	$	102.55		$	109.87
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	13.13		$	8.90
Total	$	13.13		$	8.90
Net increase in portfolio	$	89.42		$	100.97
Number of new portfolio companies with new investment commitments		8			7
Total new investment commitment amount in new portfolio companies	$	70.04		$	90.15
Average new investment commitment amount in new portfolio companies	$	8.76		$	12.88
Number of existing portfolio companies with new investment commitments		5			3
Total new investment commitment amount in existing portfolio companies	$	32.51		$	19.72
Weighted average remaining term for new investment commitments (in years)(2)		5.5			5.8
Percentage of new debt investment commitments at floating interest rates		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)		—	%		—	%
Weighted average yield on new debt and income producing investment commitments(4)		12.5	%		10.1	%
Weighted average yield on new investment commitments(5)		12.5	%		10.1	%
Weighted average yield on debt and income producing investments sold or repaid(6)		12.6	%		9.9	%
Weighted average yield on investments sold or repaid(7)		12.6	%		9.9	%

(1)

New investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(2)

Calculated as of the end of the relevant period and the maturity date of the individual investments.

(3)

May include preferred stock investments.

41

(4)

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

(5)

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

(6)

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

(7)

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

RESULTS OF OPERATIONS

Our operating results were as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	($ in millions)
Total investment income	$	10.41		$	2.76		$	27.07		$	4.56
Net expenses		(4.79	)		(2.13	)		(12.15	)		(4.30	)
Net investment income (loss)		5.62			0.63			14.92			0.26
Net realized gain (loss) on investments		0.01			—			0.04			—
Net unrealized appreciation (depreciation) on investments		(2.28	)		(1.44	)		(0.93	)		(2.11	)
Net realized and unrealized gain (losses) on translations and transactions		1.86			1.10			(0.09	)		1.29
Net realized and unrealized gains (losses)		(0.41	)		(0.34	)		(0.98	)		(0.82	)
Net increase (decrease) in net assets from operations	$	5.21		$	0.29		$	13.94		$	(0.56	)

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

Investment Income

Our investment income was as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	($ in millions)
Interest income		9.49		2.65		24.75		4.36
Payment-in-kind income		0.72		0.03		1.83		0.07
Other income		0.14		0.06		0.39		0.11
Dividend income		0.06		0.02		0.10		0.02
Total investment income		10.41		2.76		27.07		4.56

Investment income for the three and nine months ended September 30, 2023 was driven by our deployment of capital into income producing investments.

Expenses

Our expenses were as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	($ in millions)
Interest and other debt expenses	$	3.27	$	0.89	$	8.15	$	1.32
Management fees		0.61		0.24		1.65		0.43
Incentive fees		—		—		—		(0.03	)
Professional fees		0.36		0.24		0.81		0.63
Directors’ fees		0.17		0.12		0.51		0.36
Directors’ and officers’ liability insurance		0.01		0.15		0.06		0.45
Offering costs		—		0.27		—		0.73
Other general and administrative expenses		0.37		0.22		0.97		0.60
Total expenses	$	4.79	$	2.13	$	12.15		4.49
Management fee waiver		—		—		—		(0.19	)
Net Expenses	$	4.79	$	2.13	$	12.15	$	4.30

42

In the table above:

•

Interest and other debt expenses increased from $0.89 million and $1.32 million for the three and nine months ended September 30, 2022 to $3.27 million and $8.15 million for the three and nine months ended September 30, 2023. This was primarily due to an increase in the average aggregate daily borrowings from $55.13 million and $26.07 million for the three and nine months ended September 30, 2022 to $139.87 million and $117.82 million for the three and nine months ended September 30, 2023 and an increase in the weighted average interest rate from 5.09% and 4.60% to 7.54% and 7.45%, respectively.

•

Management Fees increased from $0.24 million and $0.43 million for the three and nine months ended September 30, 2022 to $0.61 million and $1.65 million for the three and nine months ended September 30, 2023, primarily driven by an increase in the size of our portfolio. For the three and nine months ended September 30, 2022, the Investment Adviser voluntarily waived $0.00 million and $0.19 million of its Management Fees.

•

Offering costs decreased from $0.27 million and $0.73 million for the three and nine months ended September 30, 2022 to $0.00 million and $0.00 million for the three and nine months ended September 30, 2023. Offering costs are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	($ in millions)
Unrealized appreciation	$	1.00		$	0.10		$	1.47		$	0.07
Unrealized depreciation		(3.28	)		(1.54	)		(2.40	)		(2.18	)
Net change in unrealized appreciation (depreciation) on investments	$	(2.28	)	$	(1.44	)	$	(0.93	)	$	(2.11	)

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

	For the Three Months Ended			For the Nine Months Ended
	September 30, 2023			September 30, 2023
	($ in millions)
Portfolio Company:
CloudBees, Inc.	$	0.15		$	0.29
Coretrust Purchasing Group LLC		0.11			0.17
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		0.08			0.19
Computer Services, Inc.		0.07			0.12
Rubrik, Inc.		0.06			0.05
Other, net (1)		0.17			(0.40	)
Coding Solutions Acquisition, Inc.		(0.19	)		(0.20	)
Trader Corporation		(0.22	)		0.04
HumanState Limited (dba PayProp)		(0.74	)		(0.19	)
Clearcourse Partnership Acquireco Finance Limited		(0.85	)		(0.02	)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		(0.92	)		(0.98	)
Total	$	(2.28	)	$	(0.93	)

(1)

For the three and nine months ended September 30, 2023, Other, net includes gross unrealized appreciation of $0.52 million, $0.61 million and gross unrealized depreciation of $(0.35) million, $(1.01) million.

43

	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
	($ in millions)
Portfolio Company:
EDB Parent, LLC (dba Enterprise DB)	$	0.04		$	0.04
Governmentjobs.com, Inc. (dba NeoGov)		0.03			—
Kaseya Inc.		0.03			0.03
SpendMend, LLC		—			(0.03	)
Whitewater Holding Company LLC		(0.10	)		(0.08	)
Zarya Intermediate, LLC (dba iOFFICE)		(0.10	)		(0.10	)
CloudBees, Inc.		(0.13	)		(0.33	)
Bigchange Group Limited		(0.13	)		(0.34	)
Other, net(1)		(0.20	)		(0.42	)
Clearcourse Partnership Acquireco Finance Limited		(0.88	)		(0.88	)
Total	$	(1.44	)	$	(2.11	)

(1)

For the three and nine months ended September 30, 2022, Other, net includes gross unrealized appreciation of $0.00 million, $0.00 million and gross unrealized depreciation of $(0.20) million, $(0.42) million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to the Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of September 30, 2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes our Revolving Credit Facilities) was 239% and 316%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

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

An affiliate of the Investment Adviser made a capital commitment to us of $100 on October 29, 2021 (commencement of operations) and served as our initial member (the “Initial Member”). We cancelled the Initial Member’s interest in us on November 23, 2021, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase shares of our common stock (the “Initial Drawdown Date”). We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common shares in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase shares each time we deliver a drawdown notice.

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

	September 30, 2023							December 31, 2022
	Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded			Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded
Common Stock	$	546.43	$	328.20		40	%	$	543.34	$	367.88		32	%

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

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the nine months ended September 30, 2023
February 21, 2023		62,172	$	1.15
June 20, 2023		54,300		1.00
August 21, 2023		2,212,911		40.61
Total capital drawdowns		2,329,383	$	42.76
For the nine months ended September 30, 2022
March 16, 2022		1,823,817	$	34.05
July 27, 2022		856,930		15.81
September 19, 2022		2,069,029		38.20
Total capital drawdowns		4,749,776	$	88.06

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay State Street Bank and Trust Company (the “Administrator”) such fees as may be agreed between us and our Administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of September 30, 2023:

	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
BoA Revolving Credit Facility(1)	$	—	$	—	$	—	$	—	$	—
Truist Revolving Credit Facility(2)	$	157.97	$	—	$	—	$	157.97	$	—

(1)

We 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, 2023, the Company had outstanding borrowings of $0.00.

(2)

We 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, 2023, the Company had outstanding borrowings denominated in USD of $107.00 million and in GBP of £40.45 million, and in CAD of CAD 12.60 million.

BoA Revolving Credit Facility

We entered into the BoA Revolving Credit Facility on November 26, 2021 with Bank of America, N.A., as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender. We amended the BoA Revolving Credit Facility on July 26, 2022 and November 14, 2022.

Subject to availability under the “Borrowing Base” (as defined by the BoA Revolving Credit Facility), the maximum principal amount of the BoA Revolving Credit Facility was $127.59 million as of September 30, 2023. 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 BoA Revolving Credit Facility is November 24, 2023.

Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, we had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, we have the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). We pay a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.

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

45

Truist Revolving Credit Facility

We entered into the Truist Revolving Credit Facility on February 28, 2023 with Truist Bank, as administrative agent, lead arranger, letter of credit issuer and lender.

The Truist Revolving Credit Facility is a multicurrency facility, and as of September 30, 2023, total commitments under the Truist Revolving Credit Facility were $305.00. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility to $750.00. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 28, 2028.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) Term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) Term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

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

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2023, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

	As of		As of
	September 30, 2023		December 31, 2022
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	114.86	$	76.44
First Lien/Last-Out Unitranche		8.81		2.06
Total	$	123.67	$	78.50

HEDGING

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

46

In August 2022, Rule 18f-4 under the Investment Company Act, regarding the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions), became effective. Under the newly adopted rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These new requirements will apply unless the BDC qualifies as a “limited derivatives user,” as defined under the adopted rules. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the final rule, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.

RECENT DEVELOPMENTS

On September 7, 2023, David Pessah notified us of his intention to resign as our Chief Financial Officer, Treasurer and principal accounting officer to pursue a new professional opportunity. Effective November 10, 2023, Mr. Pessah will cease serving as our Chief Financial Officer, Treasurer and principal accounting officer. Mr. Pessah’s resignation was not the result of any disagreement with us.

On September 25, 2023, the Board of Directors appointed Stanley Matuszewski as our Chief Financial Officer and Treasurer and John Lanza as our principal accounting officer, each effective November 10, 2023.

To assist in an orderly transition, Mr. Pessah will continue to serve in his current roles during the transition period, until Mr. Matuszewski and Mr. Lanza each assume their respective roles on November 10, 2023.

On October 6, 2023, the Company delivered a capital drawdown notice to its investors relating to the issuance and sale of approximately 2.2 million shares of common stock for an aggregate offering price of $40.79 million. The shares were issued on October 18, 2023.

On November 1, 2023, the Board of Directors declared a distribution equal to an amount up to the Company's taxable earnings per share, including net investment income (if positive) for the period October 1, 2023 through December 31, 2023, payable on or about January 29, 2024 to shareholders of record as of December 29, 2023.

Subsequent to quarter-end, we placed one portfolio company on non-accrual status which represented 2.7% and 2.5% of the total investments (excluding investments in money market funds, if any) at amortized cost and at fair value as of September 30, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2023 and December 31, 2022, on a fair value basis, 100% of our performing debt investments bore interest at a floating rate. Our borrowings under the BoA Revolving Credit Facility and the Truist Revolving Credit Facility bear interest at a floating rate.

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

47

Based on our September 30, 2023 Consolidated Statement of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

As of September 30, 2023 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	8.47		$	(4.35	)	$	4.12
Up 200 basis points		5.65			(2.90	)		2.75
Up 100 basis points		2.82			(1.45	)		1.37
Up 75 basis points		2.12			(1.09	)		1.03
Up 50 basis points		1.41			(0.73	)		0.68
Up 25 basis points		0.71			(0.36	)		0.35
Down 25 basis points		(0.71	)		0.36			(0.35	)
Down 50 basis points		(1.41	)		0.73			(0.68	)
Down 75 basis points		(2.12	)		1.09			(1.03	)
Down 100 basis points		(2.82	)		1.45			(1.37	)
Down 200 basis points		(5.65	)		2.90			(2.75	)
Down 300 basis points		(8.47	)		4.35			(4.12	)

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy will continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2023. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 2, 2023. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Our business and the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.

The financial markets recently experienced volatility in connection with concerns that some banks, especially small and regional banks, may have significant investment-related losses that might make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government announced measures to assist certain banks and protect depositors, some banks had already been impacted and others may be adversely impacted, by such volatility. Our business and the businesses of our portfolio companies

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are dependent on bank relationships. We continue to monitor the financial health of these relationships. Any further strain on the banking system may adversely impact the business, financial condition and results of operations of us and our portfolio companies.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

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

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the nine months ended September 30, 2023
February 21, 2023		62,172	$	1.15
June 20, 2023		54,300		1.00
August 21, 2023		2,212,911		40.61
Total capital drawdowns		2,329,383	$	42.76
For the nine months ended September 30, 2022
March 16, 2022		1,823,817	$	34.05
July 27, 2022		856,930		15.81
September 19, 2022		2,069,029		38.20
Total capital drawdowns		4,749,776	$	88.06

Each of the above issuances and sales of our common stock, par value $0.001 per share, was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common stock was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of stock sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common stock for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuance and sale.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

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INDEX TO EXHIBITS

EXHIBIT NO.	EXHIBIT
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56369), filed on November 22, 2021).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Amendment No. 1 to Form 10 (File No. 000-56369), filed on January 13, 2022).
31.1*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

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

	GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II
Date: November 7, 2023	/s/ Alex Chi
	Name: Alex Chi
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: November 7, 2023	/s/ David Miller
	Name: David Miller
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: November 7, 2023	/s/ David Pessah
	Name: David Pessah
	Title: Chief Financial Officer and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

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